Attached files
| file | filename |
|---|---|
| EX-3.(B) - EX-3.(B) - DCP Holding CO | d658001dex3b.htm |
| EX-3.(A) - EX-3.(A) - DCP Holding CO | d658001dex3a.htm |
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): January 9, 2014
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 5.07 Submission of Matters to a Vote of Security Holders
The Company’s special meeting of shareholders was held on January 9, 2014. At the meeting, the shareholders voted on the following proposals:
PROPOSAL 1 - AMENDED ARTICLES PROPOSALS:
(A) To increase the number of authorized Class B Common Shares from 100,000 shares to 120,000 shares (Class A Common Shares and Class B Common Shares, voting as separate classes).
Class A Common Shares:
| FOR 333 | AGAINST 127 | ABSTAIN 27 | NON VOTE 0 |
Class B Common Shares:
| FOR 5,044 | AGAINST 1,464 | ABSTAIN 275 | NON VOTE 0 |
(B) To amend the terms of the Class B Common Shares to provide that the shares shall have voting rights and terms substantially similar to the Class A Common Shares (Class A Common Shares and Class B Common Shares, voting as separate classes).
Class A Common Shares:
| FOR 306 | AGAINST 153 | ABSTAIN 28 | NON VOTE 0 |
Class B Common Shares:
| FOR 4,692 | AGAINST 1,793 | ABSTAIN 298 | NON VOTE 0 |
(C) To create a new Class C Common Shares (Class A Common Shares and Class B Common Shares, voting as separate classes).
Class A Common Shares:
| FOR 307 | AGAINST 145 | ABSTAIN 35 | NON VOTE 0 |
Class B Common Shares:
| FOR 4,714 | AGAINST 1,694 | ABSTAIN 375 | NON VOTE 0 |
(D) To create a new Class D Common Shares (Class A Common Shares and Class B Common Shares, voting as separate classes).
Class A Common Shares:
| FOR 302 | AGAINST 145 | ABSTAIN 40 | NON VOTE 0 |
Class B Common Shares:
| FOR 4,682 | AGAINST 1,682 | ABSTAIN 419 | NON VOTE 0 |
(E) To eliminate pre-emptive rights of holders of Class A Common Shares with respect to new classes of voting shares (Class A Common Shares and Class B Common Shares, voting as separate classes).
Class A Common Shares:
| FOR 291 | AGAINST 162 | ABSTAIN 34 | NON VOTE 0 |
Class B Common Shares:
| FOR 4,548 | AGAINST 1,894 | ABSTAIN 341 | NON VOTE 0 |
(F) To provide for automatic conversion of Class A, Class B and Class C Common Shares. (Class A Common Shares and Class B Common Shares, voting as separate classes).
Class A Common Shares:
| FOR 298 | AGAINST 153 | ABSTAIN 36 | NON VOTE 0 |
Class B Common Shares:
| FOR 4,603 | AGAINST 1,794 | ABSTAIN 386 | NON VOTE 0 |
PROPOSAL 2 - AMENDED CODE PROPOSALS:
Class A Common Shares
(A) To amend and establish eligibility requirements for ownership of the classes of the Company’s Common Shares (Class A Common Shares Only).
| FOR 318 | AGAINST 135 | ABSTAIN 34 | NON VOTE 0 |
(B) To amend transfer restrictions and repurchase rights and obligations with respect to Class A Common Shares and Class B Common Shares (Class A Common Shares Only).
| FOR 314 | AGAINST 137 | ABSTAIN 36 | NON VOTE 0 |
(C) To establish transfer restrictions and repurchase and redemption rights and obligations with respect to Class C Common Shares (Class A Common Shares Only).
| FOR 311 | AGAINST 136 | ABSTAIN 40 | NON VOTE 0 |
(D) To establish transfer restrictions and repurchase and redemption rights and obligations with respect to Class D Common Shares (Class A Common Shares Only).
| FOR 307 | AGAINST 138 | ABSTAIN 42 | NON VOTE 0 |
(E) To establish a maximum percentage of Class C Common Shares that may be outstanding (Class A Common Shares Only).
| FOR 324 | AGAINST 124 | ABSTAIN 39 | NON VOTE 0 |
PROPOSAL 3:
Proposal to adjourn the special meeting if necessary or appropriate to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve Proposal 1 and/or Proposal 2 (Class A Common Shares Only).
| FOR 346 | AGAINST 109 | ABSTAIN 32 | NON VOTE 0 |
ITEM 9.01 Financial Statements and Exhibits
| Exhibit 3(a) | Second Amended and Restated Articles of Incorporation of DCP Holding Company | |
| Exhibit 3(b) | Second Amended and Restated Code of Regulations of DCP Holding Company | |
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: January 15, 2014 | /s/ | Robert C. Hodgkins, Jr. | ||||
| Robert C. Hodgkins, Jr. | ||||||
| Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit 3(a) | Second Amended and Restated Articles of Incorporation of DCP Holding Company | |
| Exhibit 3(b) | Second Amended and Restated Code of Regulations of DCP Holding Company | |