M&F BANCORP INC /NC/ - Recent Material Event

Item 5.07     Submission of Matters to a Vote of Security Holders                          3

Signatures                                                  4


Item 5.07     Submission of Matters to a Vote of Security Holders

On June 5, 2012, M&F Bancorp, Inc. (“Bancorp”) held its Annual Meeting of Stockholders.  Of the 2,031,377 shares of common stock outstanding as of the record date for the meeting, 1,296,058 shares were present at the meeting in person or by proxy.  The results of the meeting are as follows:

1)
Election of eight directors, each for a term of one year:

 
Number of Shares
Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Willie T. Closs, Jr.
 
963,215
 
74,256
 
258,587
Michael L. Lawrence
 
974,051
 
63,420
 
258,587
Joseph M. Sansom
 
988,845
 
48,626
 
258,587
Kim D. Saunders
 
972,064
 
65,407
 
258,587
Aaron L. Spaulding
 
999,335
 
38,136
 
258,587
James H. Speed, Jr.
 
963,445
 
74,026
 
258,587
James A. Stewart
 
999,335
 
38,136
 
258,587
Connie J. White
 
972,289
 
65,182
 
258,587

The eight nominees for election as directors received the greatest number of votes and were elected directors.


2)  
Non-binding advisory resolution to approve the compensation of Bancorp's named executive officers:

Number of Shares
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
1,133,016
 
147,920
 
15,122
 

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal.  Accordingly, this proposal was approved.


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 11, 2012
M&F BANCORP, INC.


/s/ Kim D. Saunders
Signature

Name:Kim D. Saunders
Title:President and Chief Executive Officer