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): December 12, 2012
DCP Holding Company
(Exact name of registrant as specified in its charter)
| Ohio | 0-51954 | 20-1291244 | ||
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
| incorporation or organization) | File Number) | 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 1.01 | Entry into a Material Definitive Agreement. |
Director Compensation
On December 12, 2012, the Company’s Board of Directors approved the 2013 directors’ compensation program. In 2013, the Chairman of the Board will receive a monthly board fee of $3,917, the Chairman of the Audit Committee will receive a monthly board fee of $2,833 and the Chairman of the Finance Committee will receive a monthly board fee of $2,417. Each other non-employee member of the Company’s Board of Directors will receive a monthly board fee of $2,000. The Company reimburses out-of-pocket expenses incurred by all directors in connection with attending Board of Directors’ and committee meetings. Also as a component of 2013 Board compensation, in January 2013 each non-employee member of the Board of Directors will be granted equity-based compensation pursuant to the 2006 Dental Care Plus Management Equity Incentive Plan with a value of approximately $16,000, in the form of Restricted Shares. These equity-based awards will be subject to forfeiture if a director fails to attend 75% of his or her scheduled Board and committee meetings in 2013.
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: December 14, 2012 | /s/ Robert C. Hodgkins, Jr. | |||||
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| Robert C. Hodgkins, Jr. | ||||||
| Vice President and Chief Financial Officer |