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): May 25, 2012

MANHATTAN BANCORP

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (310) 606-8000

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 May 25, 2012, Manhattan Bancorp (the “Company”)  held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”). As of the record date for the Annual Meeting, there were 3,997,631 shares entitled to vote on all matters presented to the Company’s shareholders at the Annual Meeting. Votes representing approximately 72.17% of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. At the Annual Meeting, the Company’s shareholders (i) approved that certain Agreement and Plan of Merger and Reorganization, dated November 21, 2011, as amended on January 18, 2012 (the “Merger Agreement”), (ii) approved the adjournment of the Annual Meeting, if necessary or appropriate in the judgment of the Company’s Board of Directors, to solicit additional proxies or votes in favor of the approval of the Merger Agreement, (iii) elected all ten nominees for director to the Company’s Board of Directors, and (iv) approved a proposal to ratify the selection of McGladrey & Pullen, LLP as the Company’s independent registered public accounting firm for 2012. The following are the voting results of each matter submitted to the Company’s shareholders at the Annual Meeting.

1.             Approval of the Agreement and Plan of Merger and Reorganization, dated November 21, 2011, as amended on January 18, 2012:

2.             Adjournment of the Annual Meeting, if necessary or appropriate in the judgment of the Company’s Board of Directors, to solicit additional proxies or votes in favor of the approval of the Merger Agreement:

3.             Election of the following ten nominees to the Company’s Board of Directors:

4.             Ratification of the selection of McGladrey & Pullen, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012:

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.