EBTX Encore Bancshares, Inc. (MM)

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 10, 2012

Encore Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (713) 787-3100

(Former name or former address, if changed since last report)

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):

Item 5.07         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 10, 2012, Encore Bancshares, Inc. (the “Company”) held a special meeting of its shareholders with respect to certain proposals relating to the Agreement and Plan of Merger, dated as of March 5, 2012, by and among the Company, Cadence Bancorp, LLC (“Cadence”) and EMS Sub I, Inc. (the “Merger Agreement”), pursuant to which EMS Sub I, Inc. will merge with and into the Company, with the Company continuing thereafter as a wholly owned subsidiary of Cadence (the “Merger”). 

A description of the votes of the Company’s shareholders who were present in person or by proxy at the special meeting on each of the proposals is set forth below.

1.             Proposal for approval of the Merger Agreement and the transactions contemplated thereby (including the Merger)

2.             Proposal for approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger, including the agreements and understandings pursuant to which such compensation may be paid or become payable

3.             Proposal for approval of the adjournment of the special meeting to a later date, if necessary or appropriate, in order to solicit additional proxies in favor of the approval of the Merger Agreement if there are insufficient votes at the time of such adjournment to approve the Merger Agreement  

Each of the foregoing proposals is described in the Company’s proxy statement dated as of April 12, 2012 and filed with the Securities and Exchange Commission.

Item 8.01         Other Events.

On May 10, 2012, the Company issued a press release announcing that the Company’s shareholders approved the Merger Agreement at the special meeting.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01         Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

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