DCB FINANCIAL CORP (OTCBB:DCBF) Files An 8-K Submission of Matters to a Vote of Security HoldersItem5.07
On March 16, 2017, DCB Financial Corp (DCB Financial) held a Special Meeting of Shareholders (the Special Meeting) for the purposes of (i) approving and adopting the Agreement and Plan of Merger, dated October 2, 2016, by and between First Commonwealth Financial Corporation (First Commonwealth) and DCB Financial (the Merger Agreement), to which DCB Financial will merge with and into First Commonwealth; (ii)approving, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of DCB Financial that is based on or otherwise relates to the completion of the merger; and (iii)approving one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of additional proxies in the event there are not sufficient votes present at the Special Meeting in person or by proxy, or at any adjournment or postponement of that Special Meeting, to approve and adopt the Merger Agreement.
As of the close of business on January 23, 2017, the record date of the Special Meeting, 7,338,092 common shares were outstanding and entitled to vote. There were 6,064,684 common shares, or 82.64% of the common shares entitled to vote at the Special Meeting, represented in person or by proxy at the Special Meeting. Set forth below are the matters acted upon by the shareholders at the Special Meeting, and the final voting results of each such proposal.
Proposal 1 APPROVAL and adoption OF the Merger Agreement
| For | Against | Abstaining | |||
| 6,006,329 | 42,959 | 15,396 |
Proposal 2 Approval, on a non-binding advisory basis, The merger-related compensation
| For | Against | Abstaining | |||
| 5,698,986 | 313,355 | 52,343 |
The adjournment proposal was withdrawn because DCB Financials shareholders approved the Merger Agreement, as noted above.
| Item 8.01. | Other Events |
In connection with the Special Meeting disclosed under Item 5.07 of this report, on March 16, 2017, DCB Financial issued a press release announcing that, at the Special Meeting, the shareholders of DCB Financial voted to approve and adopt the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this report by this reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| 99.1 | Press Release dated March 16, 2017. |
About DCB FINANCIAL CORP (OTCBB:DCBF)
DCB Financial Corp (DCB) is a financial holding company. The Company is the holding company for The Delaware County Bank and Trust Company (the Bank). The Company’s non-bank subsidiaries include DCB Title Services, LLC and DCB Insurance Services, LLC. It offers banking services with a range of financial products for its commercial, retail, government and investment management customers located primarily in Delaware, Franklin and Union Counties in Ohio. The Company’s lending activities include the making of residential and commercial mortgage loans, business lines of credit, working capital facilities and business term loans, as well as installment loans, home equity loans and personal lines of credit to individuals. DCB’s investment management and trust services include personal trust, employee benefit trust, investment management, custodial and financial planning. Through Raymond James Financial Services, Inc., it provides financial counseling and brokerage services. DCB FINANCIAL CORP (OTCBB:DCBF) Recent Trading Information
DCB FINANCIAL CORP (OTCBB:DCBF) closed its last trading session down -0.12 at 18.53 with 20,109 shares trading hands.