At the Annual Meeting of Stockholders held June 5, 2012, 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 four members 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.

                             Number of Votes
                          For   Withheld    Non-Vote
Donald L. Barton    2,706,742     11,526   2,467,964

Thomas A. Haidlen   2,701,807     16,461   2,467,964

Daniel F. Leonard   2,699,090     19,178   2,467,964

Ronald C. Martin    2,697,710     20,558   2,467,964

2. To approve the advisory vote on executive compensation.

2,606,021 57,884 54,363 2,467,964

3. To require that directors be elected by cumulative vote.

545,116 2,135,800 37,352 2,467,964

4. To ratify the selection of Moss Adams LLP, independent auditors, to perform audit services for the year 2012.

5,182,036 0 4,196 0

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 5, 2012 at 4:00 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).

(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 5, 2012