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

May 25, 2010

Date of Report (Date of earliest event reported)

TIB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Florida	0000-21329	65-0655973
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)
599 9th Street North, Suite 101 Naples, Florida		34102-5624
(Address of principal executive offices)		(Zip Code)
	(239) 263-3344
(Registrant's telephone number, including area code)
	Not Applicable
(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):

£ 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 of TIB Financial Corp. (the “Company”) was held on May 25, 2010. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. This current report on Form 8-K discloses the voting results for all matters voted upon at this Annual Meeting.

Proposal # 1 – Election of Directors

The following directors were elected to serve until the annual meeting of shareholders in 2012. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The number of votes cast was approximately as follows:

	FOR		WITHHELD
Bradley A. Boaz		7,046,874		1,321,933
John G. Parks, Jr.		6,700,571		1,668,236
Marvin F. Schindler		6,766,221		1,602,586
Otis T. Wallace		6,705,588		1,663,219

Additionally, shareholders voted on six additional proposals. These proposals and approximate results are as follows:

PROPOSAL	FOR		AGAINST		ABSTAIN
#2  Advisory (Non-Binding) Resolution to Ratify Executive Compensation		10,271,064		2,532,999		135,983
#3 Approval of an Amendment to the Company’s Restated Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock from 100,000,000 to 750,000,000 Shares		10,388,567		2,479,809		71,670
#4  Authorization of a Private Placement of Securities to Accredited Investors		6,218,422		1,969,457		180,928
#5  Approval of an Amendment to the Company’s 2004 Equity Incentive Plan		5,617,491		2,648,176		103,140
#6  Grant Proxy Holders Discretionary Authorization to Vote to Adjourn Annual Meeting for up to 120 Days to Allow for the Solicitation of Additional Proxies		10,380,380		2,456,801		102,865
#7  Shareholder Proposal on Directors Fees		2,967,019		5,132,825		268,963

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibits

3.1  Articles of Amendment to Restated Articles of Incorporation of TIB Financial Corp.

              99.1  Amendment No. 1 to TIB Financial Corp. 2004 Equity Incentive Plan.

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.

		TIB FINANCIAL CORP.
Date:  May 26, 2010	By:	/s/  Stephen J. Gilhooly
		Stephen J. Gilhooly
		EVP, Chief Financial Officer and Treasurer

EX-3.1

ARTICLES OF AMENDMENT

TO

RESTATED ARTICLES OF INCORPORATION

OF

TIB FINANCIAL CORP.

Pursuant to Sections 607.1003 and 1006, Florida Statues, the Restated Articles of Incorporation of TIB Financial Corp. are hereby amended as follows:

FIRST:     Section A(1) of Article IV of the Restated Articles of Incorporation is hereby amended by deleting the text thereof in its entirety and substituting the following in lieu thereof:

(1)           Common Stock.  The aggregate number of shares of common stock (referred to in these Restated Articles of Incorporation as ACommon Stock@) which the Corporation shall have authority to issue is 750,000,000 with a par value of $0.10 per share.

SECOND: The foregoing amendment was approved by the holders of shares of common stock, being the sole class entitled to vote thereon, at a meeting of such holders duly held on May 25, 2010, and the number of votes cast for the Articles of Amendment to the Restated Articles of Incorporation by such shareholders was sufficient for approval by them.

IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to the Restated Articles of Incorporation to be executed and attested to by its duly authorized officer as of this 25th day of May, 2010.

TIB FINANCIAL CORP.

By:       /s/ Thomas J. Longe

Thomas J. Longe

President and Chief Executive Officer

STATE OF FLORIDA

COUNTY OF COLLIER

The foregoing instrument was acknowledged before me this 25th day of May, 2010, by Thomas J. Longe, President and Chief Executive Officer of TIB Financial Corp., a Florida corporation on behalf of the corporation.

                        /s/Jean M. Jaworski

Printed Name:   Jean M. Jaworski                  

Notary Public, State of Florida

Personally Known : or Produced Identification

Type of Identification Produced

 

EX-99.1

AMENDMENT NO. 1 TO TIB FINANCIAL CORP.

   2004 EQUITY INCENTIVE PLAN

THIS AMENDMENT NO. 1 TO THE TIB FINANCIAL CORP. 2004 EQUITY

INCENTIVE PLAN (the “Amendment”) is made as of the 26th day of May, 2010.

W I T N E S S E T H  T H A T:

WHEREAS, the Board of Directors and the shareholders of TIB Financial Corp. (the

“Company”) have authorized, adopted and approved a 2004 Equity Incentive Plan, (the “Plan”); and

WHEREAS, the Company desires to amend the Plan in certain respects; and

WHEREAS, the board of directors and the shareholders of the Company have approved the

Amendment.

NOW, THEREFORE, the Plan is hereby amended as follows:

1.           Defined Terms.  All terms used in this Amendment which are defined in the Plan

shall have the meanings specified in the Plan, unless specifically defined herein.

2.            Amendment of Section 6(a).  Section 6(a) of the Plan shall be amended by deleting

the text of such provision in its entirety, and inserting the following in lieu thereof:

(a)           The maximum number of shares that may be issued with respect to Awards

made under the Plan is lesser of 25,000,000 Shares or 8% of the shares of common stock outstanding

from time to time (90% of these shares allocated to the Employees, all of which may be issued as

Incentive Stock Options, and 10% of these shares allocated to the Directors), no more than 80% of

which may be issued pursuant to awards granted in the form of Restricted Shares.

3.            Effect of Amendment.  Except as expressly modified by this Amendment, the terms,

covenants, and conditions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed

by its officer thereunto duly authorized, all as of the date first above written.

TIB FINANCIAL CORP.

By: /s/ Thomas J. Longe

Thomas J. Longe

 Vice Chairman, Chief Executive Officer

           and President