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):  June 3, 2013

BAYLAKE CORP.

(Exact name of registrant as specified in its charter)

                    (920) 743-5551                   

(Registrant’s telephone number, including area code)

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.

Baylake Corp. (the “Company”) held its annual meeting of shareholders on June 3, 2013 (the “Annual Meeting”).  A total of 6,514,179 shares, or 81.9% of eligible voting shares were represented at the Annual Meeting.  Summarized below are descriptions of matters voted on at the Annual Meeting and the final results of such voting:

Proposal 1: Election of Directors.  The shareholders elected each of the director nominees to serve as directors for a term of three years expiring at the 2016 annual meeting of shareholders and until their successors are elected and qualified.  The result of the vote taken at the Annual Meeting was as follows:

Proposal 2: Advisory Vote on Executive Compensation.  The shareholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2013 proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.  The result of the vote taken at the Annual Meeting was as follows:

Proposal 3: Advisory Vote on Frequency of Say-on-Pay Vote.  The shareholders approved the option of “once every year” as the preferred frequency for advisory votes on executive compensation.  The result of the vote taken at the Annual Meeting was as follows:

Proposal 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm.  The shareholders ratified the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2013.  The result of the vote taken at the Annual Meeting was as follows:

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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.

Dated:  June 5, 2013

BAYLAKE CORP.

By:  /s/ Kevin L. LaLuzerne                             

Kevin L. LaLuzerne

Senior Vice President and Chief Financial

Officer

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