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):  May 30, 2013

Taylor Capital Group, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (847) 653-7978

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):

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

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

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

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

Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described below under Item 5.07, at the annual meeting of stockholders of Taylor Capital Group, Inc. (the “Company”) held on May 30, 2013 (the “2013 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Fourth Amended and Restated By-laws, as amended on March 28, 2013 (the “By-laws”), to correct a typographical error with respect to the number of directors permitted to serve on the Company’s board of directors (the “Board”), which had been included in the form of the By-laws adopted by the Company’s stockholders at its previous annual meeting of stockholders held on May 31, 2012 (the “2012 Annual Meeting”).  Specifically, Section 3.2 of the form of By-laws as presented and adopted at the 2012 Annual Meeting erroneously provided that the Board consist of a range of between eleven (11) and thirteen (13) directors, rather than a range of between eleven (11) and fifteen (15) directors, as had been provided in the Company’s by-laws in effect immediately prior to the 2012 Annual Meeting.  The amendment approved by the Company’s stockholders at the 2013 Annual Meeting corrected this typographical error by properly providing that the Board consist of a range of between eleven (11) and fifteen (15) directors, and became effective immediately upon approval of the stockholders.

A copy of the Company’s Fourth Amended and Restated By-Laws, as amended, is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

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

On May 30, 2013, the Company held the 2013 Annual Meeting on the ninth floor of its executive offices located at 9550 West Higgins Road, Rosemont, Illinois 60018.  Of the 29,088,040 shares of the Company’s common stock eligible to vote at the 2013 Annual Meeting, 26,726,631 shares were represented in person or by proxy, representing approximately 91.88% of the outstanding shares.

At the meeting, the Company’s stockholders re-elected all of the following members of its Board: Bruce W. Taylor, Mark A. Hoppe, Harrison I. Steans, Ronald L. Bliwas, C. Bryan Daniels, Ronald Emanuel, M. Hill Hammock, Elzie L. Higginbottom, Michael H. Moskow, Louise O’Sullivan, Shepherd G. Pryor, IV, Jennifer W. Steans, Jeffrey W. Taylor and Richard W. Tinberg. These directors will hold office until the 2014 annual meeting of stockholders or until their successors are elected and qualified.

The stockholders also approved each of the five additional proposals listed below at the 2013 Annual Meeting.  Further detail on each of the proposals voted on by the stockholders is available in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2013.

2

The final results of voting on each of the matters submitted to a vote of stockholders during the 2013 Annual Meeting are as follows:

3

Based upon the results of voting on Proposal 3, and consistent with the Board’s previous recommendation, the Board has determined that the Company’s stockholders will vote on a say-on-pay proposal every year until the next required vote on the frequency of such say-on-pay proposals.

Item 9.01.  Financial Statements and Exhibits.

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SIGNATURE

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

Date:  June 4, 2013

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