8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 12, 2012

SMITH-MIDLAND CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 1-13752 (Commission File Number) 54-1727060 (I.R.S. Employer Identification Number)

P.O. Box 300, 5119 Catlett Road

Midland, Virginia 22728

(Address of principal executive offices)

(504) 439-3266

(Registrant’s telephone number, including area code)

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):

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))

EXPLANATORY NOTE

On September 18, 2012 and September 19, 2012, Smith-Midland Corporation (the "Company") filed Current Reports on Form 8-K and Form 8-K/A (Amendment No. 1), respectively, with the Securities and Exchange Commission to report, among other items, the issuance of a press release regarding the election of Frederick L. Russell, Jr. as a Director of the Company. Exhibit 99.1, a copy of the press release, was inadvertently not included in the respective Forms 8-K and 8-K/A (Amendment No. 1). The information contained in this Current Report on Form 8-K/A (Amendment No. 2) contains all of the items in the original filing with the addition of Exhibit 99.1, the press release.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of September 12, 2012, the Board of Directors promoted Ashley B. Smith to President of Smith-Midland Corporation. Mr. Smith, 50, has served as the Company's Vice President since 1990 and President and Chief Operating Officer of Smith-Midland Virginia, Inc., the Company's primary operating subsidiary, since 2008. He has also been a director of the Company since 1994. Mr. Smith holds a Bachelor of Science degree in Business Administration from Bridgewater College. Ashley B. Smith is the son of Rodney I. Smith. There is no other family relationship between Ashley B. Smith and any director or executive officer of the Company and, he is not a party to any current or proposed transaction for which disclosure is required under Item 404(a) of Regulation S-K.

Effective as of September 12, 2012, Rodney I. Smith resigned as President of the Company. He will continue in his position as the Company's Chairman and Chief Executive Officer.

ITEM 5.07 Submission of Matters to A Vote of Security Holders

The Company held its Annual Meeting of Stockholders on September 12, 2012 (“2012 Annual Meeting”). There were two proposals presented by the management of the Company and both were approved as follows:

Proposal No. 1.Election of Directors

The election of the following individuals to serve as directors until the next annual meeting or until their successors are duly elected and qualified.

	For	Withheld	Non Votes
Rodney I. Smith	2,116,272	62,372	1,647,408
Ashley B. Smith	2,116,782	61,862	1,647,408
Wesley A. Taylor	2,116,044	62,600	1,647,408
Andrew G. Kavounis	2,116,844	61,800	1,647,408
Frederick L. Russell	2,116,844	61,800	1,647,408

Proposal No. 2. Proposal to Ratify and Approve the Selection of BDO USA, LLP as the Independent Auditors for the Company for the Year Ending December 31, 2012

For	Against	Abstentions	Broker Non-Votes
3,727,744	23,437	74,871	—

ITEM 8.01 Other Events

On September 18, 2012, Smith-Midland Corporation issued a press release announcing the election of Frederick L. Russell, Jr. as a new member of the Board of Directors.

A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

Exhibit No	Exhibit Description
99.1	Press release, dated September 18, 2012

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.

Date:  September 20, 2012
	SMITH-MIDLAND CORPORATION
	By: /s/ William A. Kenter
	William A. Kenter Chief Financial Officer

SMITH-MIDLAND CORPORATION

Exhibit to Current Report on Form 8-K

September 12, 2012

Exhibit No	Exhibit Description
99.1	Press release, dated September 18, 2012

EX-99.1

Exhibit 99.1

News > Smith-Midland > New Addition to the Board of Directors

September 12, 2012

SMC Announces the Addition of Frederick L. Russell, Jr. to its Board of Directors

MIDLAND, Va. - Smith-Midland Corporation (OTCBB: SMID) announced the election at its Annual Meeting of Shareholders held on September 12, 2012 of Frederick L. Russell, Jr. as its newest member to the Company's Board of Directors.

Mr. Russell is the Managing Partner at Virginia Capital, a private equity fund. He has held this position since its inception in 1996. He has more than 25 years of venture capital and private equity experience. Mr. Russell is on the Board of substantially all of Virginia Capital's active venture capital investments and is the Chairman of several of these companies. He is on the Board of Kinsale Capital, Virginia Business Media, SC Business Media, Tall Cotton Partners, Clear Signal Towers, Car Pool and Sewickley Partners. Fred was previously with a $1 billion private equity firm in Washington and a $100 million venture capital fund before that. Mr. Russell oversees the management of Tall Cotton Partners, which fund owns approximately 11.9% of the issued and outstanding shares of common stock of Smith-Midland.

Rodney Smith, Chairman and CEO stated “I am excited about the addition of Fred to the Board of Smith-Midland and the wealth of knowledge and experience he brings with him. I know that all shareholders will benefit from his addition.”

Smith-Midland develops, manufactures, licenses, rents, and sells a broad array of precast concrete products for use primarily in the construction, transportation and utilities Industries.

For more complete information on Smith-Midland Corporation, visit the Company's web site at SMITHDELAWARE.com. The “Investor Relations” area will include the Company's Form 10-K for the fiscal year December 31, 2011.

Media Inquiries:

William A. Kenter

wkenter@smithmidland.com

Sales Inquiries:

info@smithmidland.com