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:  June 18, 2013
(Date of earliest event reported)

Oak Valley Bancorp
(Exact name of registrant as specified in its charter)

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

At the Annual Meeting of Stockholders held June 18, 2013, the following matters were submitted to a vote of security holders with the indicated number of votes being cast for, against or withheld, and with the indicated number of abstentions:

1.                                    To re-elect three members and elect one new member of the Board of Directors to serve until the expiration of their three (3) year term or until their successors are duly elected and qualified.

2.                                    To ratify the appointment of Moss Adams, LLP as the Company’s registered public accounting firm, to perform audit services for the year 2013.

3.                                    To adopt a non-binding advisory resolution approving the compensation of the Company’s senior executive officers.

4.                                    To adopt a non-binding advisory vote on the frequency of the advisory vote on the compensation of our named executive officers.

5.                                    To amend the Company’s Bylaws to change the date of the annual meeting of shareholders.

6a.                             To amend the Company’s Bylaws to include corporate conversion as an action for which the meeting notice must state general nature of proposal.

6b.                            To amend the Company’s Bylaws to provide for electronic delivery of notice of shareholder meetings.

6c.                             To amend the Company’s Bylaws to enhance the notice procedure for director nomination and submission of other proposals by shareholders at annual meetings.

6d.                           To amend the Company’s Bylaws to enhance the notice procedure for director nomination and submission of other proposals by shareholders at special meetings.

6e.                             To amend the Company’s Bylaws to enhance the qualifications for director nominees and the procedures for presentation of business at annual shareholder meetings.

7.                                    To amend the Company’s Bylaws to increase the fixed number of directors on the Board of Directors and delete a moot provision regarding the authorized number of directors.

8.                                    To amend the Company’s Bylaws to update provisions regarding the election and term of office of directors.

9.                                    To amend the Company’s Bylaws to update provisions regarding notices for and conduct of Board meetings.

10.                            To amend the Company’s Bylaws to update provisions regarding director.

Item 7.01. Regulation FD Disclosure.

Oak Valley Bancorp (“Company”) is furnishing presentation materials included as Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K.  The Company presented these materials addressing, among other things, the Company’s business strategies and financial performance, at the Company’s Annual Meeting of Shareholders on Tuesday, June 18, 2013 at 2:00 p.m.  The foregoing description of information contained in the presentation is qualified by reference to such presentation materials attached as Exhibit 99.1.  The Company is not undertaking to update this presentation or the information contained therein.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

This report will not be deemed an admission as to the materiality of any information herein or contained in the presentation (including Exhibit 99.1).

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None
(b) Pro forma financial information:

None
(c) Shell company transactions:

None
(d) Exhibits

99.1       Oak Valley Bancorp presentation materials on June 18, 2013

SIGNATURE

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.

Exhibit Index