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): June 14, 2012

 

 

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

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 14, 2012, DCB Financial Corp (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 3,717,385 common shares were entitled to vote as of April 20, 2012, the record date for the Annual Meeting. There were 1,982,714 shares present, or 53.33%, in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on two 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 two Class III Directors to serve for a term of three years expiring at the Annual Meeting in 2015, or until their successors are duly elected and qualified. The results of the vote were as follows:

 

Name

 

For

 

Against

 

Abstaining

 

Broker Non-Votes

Mark Shipps

  1,110,680  

35,184

 

  —

  836,850

Adam Stevenson

  1,081,965  

63,899

 

  —

  836,850

Proposal No. 2 — Ratify Plante & Moran, PLLC as Independent Registered Public Accounting Firm

 

For

 

Against

 

Abstaining

 

Broker Non-Votes

1,978,289

  1,431   2,994   0


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 20, 2012   By:  

/s/ John A. Ustaszewski

    John A. Ustaszewski
    SVP and Chief Financial Officer