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 29, 2014
DCB FINANCIAL CORP
(Exact name of registrant as specified in its charter)
| Ohio | | 0-22387 | | 31-1469837 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| 110 Riverbend Avenue, Lewis Center, Ohio | | 43035 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (740) 657-7000
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)) |
Section 5 – Corporate Governance and Management
Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(b)
Effective May 30, 2014, Mr. Jerome Harmeyer resigned his position as Director of DCB Financial Corp (the “Company”). Mr. Harmeyer is not resigning due to any disagreement with the Company.
Item 5.07Submission of Matters to a Vote of Security Holders.
On May 29, 2014, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). A total of 7,192,350 common shares were entitled to vote as of March 31, 2014, the record date for the Annual Meeting. There were 5,236,089 shares, or 72.80%, represented in person or by proxy at the Annual Meeting at which the shareholders were asked to vote on four proposals, each of which has passed. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal No. 1 — Election of Class III Directors
The shareholders voted to elect four Class III Directors to serve for a term of three years expiring at the Annual Meeting in 2017, or until their successors are duly elected and qualified. The results of the vote were as follows:
| | | | | | | | | | | | | |
| Name | | For | | | Against | | | Abstaining | | | Broker Non-Votes | |
| Dr. Gerald L. Kremer | | | 3,760,245 | | | | - | | | 342,569 | | | | 1,133,275 | |
| Vicki J. Lewis | | | 4,031,643 | | | | - | | | | 71,171 | | | | 1,133,275 | |
| Ronald J. Seiffert | | | 4,030,497 | | | | - | | | | 72,317 | | | | 1,133,275 | |
| Jerome Harmeyer | | | 4,033,472 | | | | - | | | | 69,342 | | | | 1,133,275 | |
Proposal No. 2 – A Non-binding Advisory Vote on Executive Compensation
| For | | | Against | | | Abstaining | | | Broker Non-Votes | |
| | 3,333,154 | | | | 428,615 | | | | 341,045 | | | | 1,133,275 | |
Proposal No. 3 — Ratify Plante & Moran, PLLC as Independent Registered Public Accounting Firm
| For | | | Against | | | Abstaining | |
| | 5,171,848 | | | | 27,540 | | | | 36,701 | |
| | | | | | | | | | | |
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.
| | | | | |
| | | DCB FINANCIAL CORP |
| | | |
| Date: June 2, 2014 | | By: | | /s/ J. Daniel Mohr |
| | | | | J. Daniel Mohr |
| | | | | Executive Vice President and Chief Financial Officer |
