8-K

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 22, 2011

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

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 Director; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

As announced on June 6, 2011, effective close of business on June 22, 2011, David J. Folkwein has resigned as Interim President and Chief Executive Officer, and director, of both DCB Financial Corp (the “Holding Company”) and The Delaware County Bank & Trust Company (“The Bank”).

Pending final regulatory approval, Executive Vice President and General Counsel, Thomas R. Whitney, age 62, will serve as Interim President and Chief Executive Officer, and as a director for the Holding Company and The Bank. Mr. Whitney has been with the Holding Company and The Bank since 1996 when he was appointed Vice President, Senior Trust Officer, and In-House Legal Counsel. He was promoted to Executive Vice President, General Counsel in 2010 and has been Secretary since 2008. Prior to joining the Holding Company and The Bank, Mr. Whitney was in private practice and served as outside legal counsel to The Bank.

Executive Vice President and Chief Credit Officer, Timothy J. Kirtley, will serve as Interim Chief Operating Officer of The Bank. Mr. Kirtley has been with The Bank since 2009. Prior to joining The Bank, Mr. Kirtley has 19 years of broadly-based banking experience, including commercial and commercial real estate lending, credit risk management, credit administration and approval.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit
Number		Exhibit Description
	99	Press Release dated June 22, 2011, announcing appointment of Mr. Whitney as Interim President and Chief Executive Officer of DCB Financial Corp and The Delaware County Bank & Trust Company, and Mr. Kirtley as Interim Chief Operating Officer of The Delaware County Bank and Trust 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 thereunto duly authorized.

	DCB FINANCIAL CORP
Date: June 22, 2011	By:	/s/ John A. Ustaszewski
		John A. Ustaszewski
		SVP and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number		Exhibit Description
	99	Press Release dated June 22, 2011, announcing appointment of Mr. Whitney as Interim President and Chief Executive Officer of DCB Financial Corp and The Delaware County Bank & Trust Company, and Mr. Kirtley as Interim Chief Operating Officer of The Delaware County Bank and Trust Company.

EX-99

EXHIBIT 99
FOR IMMEDIATE RELEASE	CONTACT:
June 22, 2011	John A. Ustaszewski
	Chief Financial Officer
	(740) 657-7000

The Delaware County Bank & Trust Company and DCB Financial Corp Announce New
Executive Leadership Team

DCB Financial Corp (“DCBF”) and its banking subsidiary The Delaware County Bank & Trust Company (“The Bank”) announce the appointment of Mr. Thomas R. Whitney as Interim President and Chief Executive Officer and a director of DCB Financial Corp and The Bank effective upon the previously announced departure of Mr. David J. Folkwein on June 22, 2011.

The Bank also announces the appointment of Mr. Timothy J. Kirtley as Interim Chief Operating Officer for The Bank effective on the same date.

Vicki Lewis, Chairperson of DCB Financial Corp and The Bank, said “The Board expresses its sincere thanks to Dave for his leadership and while we will all miss him we certainly respect his decision to be closer to family. Tom has been a senior executive with The Bank and DCB Financial for many years, and we are very happy that he has accepted this new role. We look forward to working closely with Tom and Tim to continue to address the challenges and opportunities facing The Bank and DCB Financial. Tom’s extensive knowledge of The Bank and its constituencies, and his professional expertise, coupled with Tim’s knowledge of The Bank’s loan portfolio and professional expertise in the credit area, provide The Bank a great leadership team. We are more than confident that they are the right choice for us at this time in The Bank’s history, and as we continue to consider our options and alternatives.”

Both appointments are subject to receipt of final regulatory approvals.

Business of DCB Financial Corp

DCB Financial Corp (the “Corporation”) is a financial holding company formed under the laws of the State of Ohio. The Corporation is the parent of The Delaware County Bank & Trust Company, (the “Bank”) a state-chartered commercial bank. The Bank conducts business from its main offices at 110 Riverbend Avenue in Lewis Center, Ohio, and through its 18 full-service branch offices located in Delaware County, Ohio and surrounding communities. The Bank provides customary retail and commercial banking services to its customers, including checking and savings accounts, time deposits, IRAs, safe deposit facilities, personal loans, commercial loans, real estate mortgage loans, night depository facilities and trust and personalized wealth management services. The Bank also provides cash management, bond registrar and payment services. The Bank offers data processing services to other financial institutions; however such services are not a significant part of its current operations or revenues.

Application of Critical Accounting Policies

DCB’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the financial services industry. The application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; as this information changes, the financial statements could reflect different estimates, assumptions, and judgments.

The most significant accounting policies followed by the Corporation are presented in Note 1 of the audited consolidated financial statements contained in the Corporation’s 2009 Annual Report to Shareholders. These policies, along with the disclosures presented in the other financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

Forward-Looking Statements

Certain statements in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to the financial condition and prospects, lending risks, plans for future business development and marketing activities, capital spending and financing sources, capital structure, the effects of regulation and competition, and the prospective business of both the Corporation and its wholly-owned subsidiary The Delaware County Bank & Trust Company (the “Bank”). Where used in this report, the word “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar words and expressions, as they relate to the Corporation or the Bank or their respective management, identify forward-looking statements. Such forward-looking statements reflect the current views of the Corporation and are based on information currently available to the management of the Corporation and the Bank and upon current expectations, estimates, and projections about the Corporation and its industry, management’s belief with respect thereto, and certain assumptions made by management. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to: (i) significant increases in competitive pressure in the banking and financial services industries; (ii) changes in the interest rate environment which could reduce anticipated or actual margins; (iii) changes in political conditions or the legislative or regulatory environment; (iv) general economic conditions, either nationally or regionally (especially in central Ohio), becoming less favorable than expected resulting in, among other things, a deterioration in credit quality of assets; (v) changes occurring in business conditions and inflation; (vi) changes in technology; (vii) changes in monetary and tax policies; (viii) changes in the securities markets; and (ix) other risks and uncertainties detailed from time to time in the filings of the Corporation with the Commission.

The Corporation does not undertake, and specifically disclaims any obligation, to publicly revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.