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):  July 9, 2013

Registrant’s telephone number, including area code: 954-940-4900

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 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders (the “Annual Meeting”) of BFC Financial Corporation (the “Company”) was held on July 9, 2013.  The following proposals were submitted to the Company’s shareholders at the Annual Meeting: (i) the election of ten directors, each for a term expiring at the Company’s 2014 Annual Meeting of Shareholders; (ii) a non-binding advisory vote to approve the compensation of the Company’s “named executive officers”; and (iii) a non-binding advisory vote on the frequency of future shareholder advisory votes on “named executive officer” compensation.    

1) Election of Directors

            The ten director nominees were elected by the following votes:

2) Non-Binding Advisory Vote to Approve “Named Executive Officer” Compensation

            The compensation of the Company’s “named executive officers” was approved, on a non-binding advisory basis, by the following votes:

3) Non-Binding Advisory Vote on the Frequency of Future Shareholder Advisory Votes on “Named Executive Officer” Compensation

            The voting results with respect to the non-binding advisory shareholder vote on the frequency of future shareholder advisory votes on “named executive officer” compensation were as follows:

The frequency choice of Every Three Years received the highest number of votes cast by the Company’s shareholders (as well as a majority of the votes cast on the proposal) and therefore was the frequency selected by the shareholders. Based on these results, and consistent with the recommendation of the Company’s Board of Directors that future shareholder advisory votes on “named executive officer” compensation be conducted every three years,  the Company will conduct future shareholder advisory votes on “named executive officer” every three years. Accordingly, the next shareholder advisory vote on “named executive officer” compensation will be conducted at the Company’s 2016 Annual Meeting of Shareholders. The next required shareholder advisory vote on the frequency of future shareholder advisory votes on “named executive officer” compensation will be conducted at the Company’s 2019 Annual Meeting of Shareholders.

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.