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): April 3, 2012
DCP Holding Company
(Exact name of registrant as specified in its charter)
| | | | |
| Ohio | | 0-51954 | | 20-1291244 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | |
| 100 Crowne Point Place, Sharonville, Ohio | | 45241 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (513) 554-1100
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)) |
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 3, 2012, the Chairman of the Board of Directors and Anthony A. Cook executed the Seventh Amended and Restated DCP Holding Company Employment Agreement by and between DCP Holding Company (the “Company”) and Anthony A. Cook, with an effective date of January 1, 2012. The amended employment agreement provides for a base salary of not less than $357,000 and annual bonus eligibility of up to 60% of base salary. This agreement also provides for long term incentive award eligibility of up to 5% of base salary in the form of share awards based on continued employment and up to 45% of base salary in the form of share awards contingent on the performance of the Company over a three year period, a monthly automobile allowance, payment of country club dues of up to $7,200 annually and certain severance benefits if Mr. Cook is terminated without good cause. The Seventh Amended and Restated Employment Agreement continues for a period of one year after the effective date and is automatically extended for successive one year periods. Mr. Cook, age 61, has been President and Chief Executive Officer of Dental Care Plus since February 2001, President and Chief Executive Officer of the Company since July of 2004 and a member of the Board of Directors of the Company since November of 2008.
Also on April 3, 2012, the DCP Holding Company Corporate Affairs Committee granted a long term incentive restricted share unit award to Robert C. Hodgkins, Jr., Vice President and Chief Financial Officer of the Company, up to 45% of his base salary of $216,135 contingent on the performance of the Company over a three year period. Mr. Hodgkins, age 52, has been Vice President and Chief Financial Officer of Dental Care Plus since July 2003 and Vice President and Chief Financial Officer of the Company since July of 2004.
The RSUs granted to Messrs. Cook (229 RSUs) and Hodgkins (139 RSUs) will vest based on achieving growth in Adjusted Book Value of the Company’s Common and Preferred Stock over a period of three years, January 1, 2012 through December 31, 2014. The parameters of the long term equity incentive arrangement for the period from 2012 through 2014 are shown below.
| | | | | | |
Performance Level | | Three Year
Average %
Increase in
Adjusted Book
Value of
Common and
Preferred Shares | | RSUs Awarded
to Mr. Cook
that Vest | | RSUs
Awarded to
Mr. Hodgkins
that Vest |
Threshold | | 10% | | 25 RSUs | | 15 RSUs |
Target | | 12% | | 76 RSUs | | 46 RSUs |
Stretch | | 14% | | 127 RSUs | | 77 RSUs |
Maximum | | 16% | | 229 RSUs | | 139 RSUs |
If performance is under the threshold level, no RSUs will vest. No additional RSUs will be awarded for performing beyond maximum level. The actual number of RSUs that will vest will be calculated on a continuum between any two performance levels.
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| ITEM 9.01 | Financial Statements and Exhibits |
| Exhibit 10.1 Seventh | Amended and Restated DCP Holding Company Employment Agreement effective January 1, 2012* |
| Exhibit 10.2 Restricted | Share Unit (RSU) Agreement and RSU Award granted April 3, 2012* |
| * | Reflects management contracts or compensatory plan or arrangement |
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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.
| | | | | | |
| | | | | | | DCP Holding Company |
| | | |
Date: April 6, 2012 | | | | | | /s/ Robert C. Hodgkins, Jr. |
| | | | | | Robert C. Hodgkins, Jr. |
| | | | | | Vice President and Chief Financial Officer |
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