UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): August 25, 2008
                                                          ---------------

                               CAPE BANCORP, INC.
                               ------------------
             (Exact Name of Registrant as Specified in its Charter)

    Maryland                        001-33934                 26-1294270
- ------------------------------  -----------------------   ---------------------
(State or Other Jurisdiction)    (Commission File No.)     (I.R.S. Employer
  of Incorporation)                                         Identification No.)


225 North Main Street, Cape May Courthouse, New Jersey           08210
- -------------------------------------------------------          -----
(Address of Principal Executive Offices)                       (Zip Code)

Registrant's telephone number, including area code:  (609) 465-5600
                                                     --------------

                                 Not Applicable
                                 --------------
          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))





Item 5.02 Departure of Certain Officers;  Election of Directors;  Appointment of
          Certain Officers; Compensatory Arrangements of Certain Officers.
          ----------------------------------------------------------------------

     On August 25, 2008,  stockholders  of Cape Bancorp,  Inc.  (the  "Company")
approved the Cape Bancorp, Inc. 2008 Equity Incentive Plan (the "Equity Plan").

     The purpose of the Equity Plan is to advance the  interests  of the Company
and its  stockholders  through  awards that provide  employees  and directors an
additional  personal stake in the Company's  growth,  development  and financial
success.

     Subject to permitted  adjustments for certain corporate  transactions,  the
Equity  Plan  authorizes  the  issuance or  delivery  to  participants  of up to
1,863,892  shares of Company common stock pursuant to grants of restricted stock
awards,   incentive  stock  options,   non-qualified  stock  options  and  stock
appreciation rights;  provided,  however, that no more than 1,331,352 shares may
be issued or  delivered  in the  aggregate  pursuant  to the  exercise  of stock
options or stock  appreciation  rights,  and no more than 532,540  shares may be
issued or delivered pursuant to restricted stock awards.

     Employees  and outside  directors of the Company and its  subsidiaries  are
eligible to receive  awards  under the Equity  Plan,  except  that  non-employee
directors may not be granted incentive stock options. Non-employee directors may
receive in the aggregate up to 30% of the shares reserved for issuance under the
Equity Plan.

Item 7.01 Regulation FD Disclosure.
          -------------------------

     The Company issued a news release reporting on the results of it Annual
Meeting of Stockholders held on August 25, 2008. A copy of the news release is
attached as Exhibit 99 to this report and is being furnished to the SEC and
shall not be deemed filed for any purpose.

Item 9.01. Financial Statements and Exhibits
           ---------------------------------

          (a) Financial Statements of Businesses Acquired. Not applicable

          (b) Pro Forma Financial Information. Not Applicable

          (c) Shell Company Transactions. Not Applicable

          (d) Exhibits.

              Exhibit No.               Description
              ----------                -----------

                 99                     News release dated August 25, 2008 on
                                        the results of Cape Bancorp, Inc.'s
                                        2008 Annual Meeting of Stockholders.





                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                         CAPE BANCORP, INC.



DATE:  August 26, 2008           By:     /s/ Herbert L. Hornsby, Jr.
                                         --------------------------------------
                                         Herbert L. Hornsby, Jr.
                                         President and Chief Executive Officer