8-K

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):  December 9, 2011 (December 8, 2011)

CAPITOL BANCORP LIMITED

(Exact name of registrant as specified in its charter)

Michigan	001-31708	38-2761672
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
Capitol Bancorp Center
200 N. Washington Square, Lansing, MI
(Address of principal executive offices)
48933
(Zip Code)

(517) 487-6555

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:

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 5.07 Submission of Matters to a Vote of Security Holders.

On December 8, 2011, Capitol Bancorp Ltd. (“Capitol”) held its annual meeting of holders of its common stock (the “Annual Meeting”).  At the record date for the Annual Meeting, November 4, 2011, there were 41,045,267 shares of common stock outstanding and entitled to vote.  At the Annual Meeting, 29,456,959 shares of common stock (71.77%) were represented in person or by proxy and, accordingly, a quorum was present.  The proposals, as set forth in the proxy statement for the Annual Meeting, that were presented and voted on are as follows:

Proposal One: Election of Directors

The following five Class I directors were elected for a three-year term by the affirmative vote of a majority of the votes cast for and withheld from the election of nominees by the shares of common stock present in person or by proxy and entitled to vote at the Meeting:

Name of Nominee	Number of Votes Cast For	Number of Votes Withheld	Abstentions and Broker Non-Votes
Paul R. Ballard	9,936,727	1,175,757	18,342,914
Lewis D. Johns	9,999,282	1,113,202	18,342,914
Calvin D. Meeusen	10,149,429	963,055	18,342,914
Lyle W. Miller	10,012,481	1,100,003	18,342,914
Cristin K. Reid	9,818,541	1,293,943	18,342,914
Total All Directors	49,916,460	5,645,960

Proposal Two: Ratification of the Appointment of BDO USA, LLP as the independent auditors for the fiscal year ending December 31, 2011

Number of Votes Cast For: 28,327,469

Number of Votes Against: 851,026

Number of Votes Abstained: 278,464

Number of Broker Non-Votes: Not Applicable

Proposal Three: To conduct such other business as may properly come before the Annual Meeting; the adjournment of the Annual Meeting

Number of Votes Cast For: 29,456,959

Number of Votes Against: -0-

Number of Votes Abstained: -0-

Number of Broker Non-Votes: Not Applicable

The Annual Meeting was thereafter adjourned until Wednesday, January 18, 2012, at which time the proposals to amend Capitol’s articles of incorporation to require majority voting for the election of directors, to redeem the preferred stock purchase rights under Capitol’s tax benefits preservation plan, to implement a policy requiring a two-thirds majority of independent directors and an additional shareholder proposal to declassify the board will be considered and acted upon, if properly presented at the adjourned session of the Annual Meeting.  Supplemental proxy materials will be mailed promptly to shareholders of record as of November 4, 2011.

A copy of Capitol’s announcement of the voting results and the slides presented at the initial session of the Annual Meeting today are attached as exhibits to this report.

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Item 9.01. Financial Statements and Exhibits

(d)   Exhibits

99.1   Press Release of Capitol Bancorp Limited dated December 9, 2011.

99.2   Slide presentation from the initial session of the Annual Meeting held on December 8, 2011.

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.

	CAPITOL BANCORP LIMITED
Date: December 9, 2011	By:	/s/ Cristin K. Reid
		Cristin K. Reid
		Corporate President

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INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
99.1		Press Release dated December 9, 2011
99.2		Slide presentation from the initial session of the Annual Meeting held on December 8, 2011

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EX-99.1

EXHIBIT 99.1

       Capitol Bancorp Center 200 Washington Square North Lansing, MI 48933   2777 East Camelback Road Suite 375 Phoenix, AZ 85016 www.capitolbancorp.com                                              

Analyst Contact:     Michael M. Moran

                                   Chief of Capital Markets

877-884-5662    

Media Contact:        Stephanie Swan

Director of Shareholder Services

517-372-7402

Capitol Bancorp Announces Results of Annual Meeting

LANSING, Mich., and PHOENIX, Ariz.: December 9, 2011:  Capitol Bancorp Limited (“Capitol”) (OTCQB: CBCR) announced today the results of its annual meeting of shareholders held on Thursday, December 8, 2011.  More than 70 percent of Capitol’s outstanding shares voted on the proposals, with more than 91 percent voting in favor of the proposal to elect five Class I directors to hold office for three years, and more than 97 percent voting in favor of the ratification of the appointment of BDO USA, LLP as Capitol’s independent auditors for the year ending December 31, 2011.

Following the voting on the proposals electing the Class I directors and ratifying the independent auditors, the Annual Meeting was thereafter adjourned until a later date to allow additional time to solicit votes for these shareholder proposals: to amend Capitol’s articles of incorporation to require majority voting for the election of directors, to redeem the preferred stock purchase rights under Capitol’s tax benefits preservation plan, to implement a policy requiring a two-thirds majority of independent directors and an additional shareholder proposal to declassify the board, if properly presented at this adjourned session of the Annual Meeting.  Supplemental proxy materials will be mailed promptly to shareholders of record as of November 4, 2011, and the Annual Meeting will reconvene on Wednesday, January 18, 2012 at 10:00 a.m., at which time the shareholder proposals will be considered and acted upon.

About Capitol Bancorp Limited

Capitol is a national community banking company with a network of separately chartered banks in 11 states.  Founded in 1988, Capitol has executive offices in Lansing, Michigan, and Phoenix, Arizona.

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EX-99.2

EXHIBIT 99.2