Item 5.02(b) Departure of Directors or Certain Officers.

Effective as of the 2013 Annual Meeting of Shareholders, Robert M. Austell, John W. Burnett, Sr., Billy J. Coleman, Jose De Ocampo, William R. Mathis, Sr., Lawrence R. Miller, Sudhirkumar C. Patel, Hasmukh P. Rama, Donald H. Rex, Jr., Charles D. Walters, Roger W. Walters, and Vivian A. Wong retired from the Board of Directors of Independence Bancshares, Inc. (the “Company”). These departures from the Board of Directors did not result from any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

Directors of the Company serve for a period of one year or until their successors are elected and qualified. Effective as of the 2013 Annual Meeting of Shareholders, the size of the Company’s Board of Directors was reduced to seven members, and the Company’s shareholders elected seven directors to fill these seats (as described below).

The Company thanks Messrs. Austell, Burnett, Coleman, Ocampo, Mathis, Miller, Patel, Rama, Rex, C. Walters, and R. Walters, and Ms. Wong for their service on the Company's Board of Directors.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2013 Annual Meeting of Shareholders of Independence Bancshares, Inc. (the “Company”) was held on May 15, 2013 at the Poinsett Club at 807 E. Washington Street, Greenville, South Carolina. Of 19,733,760 shares issued and outstanding, at the Annual Meeting, there were present in person or by proxy 16,134,523 shares of the Company’s common stock, representing approximately 81.8% of the total outstanding eligible votes.

The shareholders of the Company voted: (1) to elect seven nominees to serve on the Board of Directors; (2) to ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm; (3) to approve an amendment to Article Three of the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 300,000,000 shares; (4) to approve the Independence Bancshares, Inc. 2013 Equity Incentive Plan; (5) to approve the compensation of the Company’s named executive officers in a non-binding, advisory vote (“Say-on-Pay”); (6) to approve a non-binding resolution to determine whether shareholders should vote on Say-on-Pay proposals every one, two, or three years; and (7) to grant the chairperson of the meeting the authority to adjourn or postpone the meeting, if necessary, in order to solicit additional proxies in the event that there are not sufficient affirmative votes present at the meeting to adopt the amendment to the Articles of Incorporation.

The voting results for each proposal voted on the Annual Meeting are as follows:

*Subject to regulatory approval.