UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 8, 2012


CNB CORPORATION
 

Incorporated under the laws of
 South Carolina

Commission File No. 000-24523

I.R.S. Employer
Identification No.
57-0792402

1400 Third Avenue, P.O. Box 320
Conway, South Carolina 29528
Telephone: 843-248-5271
 

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:

[   ]   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 5.07     Submission of Matters to a Vote of Security Holders.

           The Company held its Annual Meeting of Shareholders on May 8, 2012.  At that meeting, two matters were voted upon as follows:


1.        Election of three directors to serve a three year term:


           Name


FOR


WITHHOLD

BROKER
NON-VOTES

           William R. Benson

928,536

45,734

28,884

           George F. Sasser

973,912

358

28,884

           Lynn G. Stevens

973,912

358

28,884

           Election of two directors to serve a two year term:


           Name


FOR


WITHHOLD

BROKER
NON-VOTES

           Dana P. Arneman, Jr.

930,546

43,724

28,884

           Michael R. Bookout

973,912

358

28,884

           The following directors' terms of office continued after the Annual Meeting:

           James W. Barnette, Jr.(2013), Harold G. Cushman, III (2013), W. Jennings Duncan (2013), and William O. Marsh (2014).


2.         Ratification of the appointment of Elliott Davis, LLC as the Company's auditors for the year ended December 31, 2012:


FOR


AGAINST


ABSTENTIONS

BROKER
NON-VOTES

994,769

1,542

6,374

469


 


 

SIGNATURE

          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.

         CNB Corporation

         (Registrant)

Date: May 10, 2012

By:   /s/L. Ford Sanders, II                               

        L. Ford Sanders, II

        Executive Vice President, Chief Financial

        Officer and Treasurer