0001144204-16-106118.txt : 20160601 0001144204-16-106118.hdr.sgml : 20160601 20160601093402 ACCESSION NUMBER: 0001144204-16-106118 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160526 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160601 DATE AS OF CHANGE: 20160601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DCB FINANCIAL CORP CENTRAL INDEX KEY: 0001025877 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 311469837 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22387 FILM NUMBER: 161688081 BUSINESS ADDRESS: STREET 1: 110 RIVERBEND AVE. CITY: LEWIS CENTER STATE: OH ZIP: 43035 BUSINESS PHONE: 740-657-7000 MAIL ADDRESS: STREET 1: 110 RIVERBEND AVE. CITY: LEWIS CENTER STATE: OH ZIP: 43035 8-K 1 v441451_8k.htm FORM 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): May 26, 2016

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))

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 26, 2016, DCB Financial Corp held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 7,356,112 common shares were entitled to vote as of April 1, 2016, the record date for the Annual Meeting. There were 6,067,211 common shares, or 82.5% of the total issued and outstanding common shares, represented in person or by proxy at the Annual Meeting at which the shareholders were asked to vote on the election of three Class II directors and two other proposals. Each of the directors listed below was elected and each of the other two proposals 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 II Directors

The shareholders voted to elect three Class II Directors to serve for a term of three years expiring at the Annual Meeting of Shareholders in 2019, or until their successors are duly elected and qualified. The results of the vote were as follows:

Name	For	Withheld	Broker Non-Votes
Bart E. Johnson	4,292,871	475,767	1,298,573
Edward Powers	4,285,288	483,350	1,298,573
Donald J. Wolf	4,300,730	467,908	1,298,573

Proposal No. 2 – A Non-binding Advisory Vote on Executive Compensation

For	Against	Abstaining	Broker Non-Votes

3,956,224	497,227	315,187	1,298,573

Proposal No. 3 — Ratify Plante & Moran, PLLC as Independent Registered Public Accounting Firm

For	Against	Abstaining

5,971,988	48,590	46,633

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 1, 2016	By:	/s/ J. Daniel Mohr
		J. Daniel Mohr
		Executive Vice President and Chief Financial Officer