ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
April 23, 2014, the term of Dr. Roger M. Higley, DDS, a director of DCP Holding Company(the "Company") since 2000, expired at the 2014 annual meeting of shareholders (the "2014 Annual Meeting"). Roger Higleydid not stand for re-election to the Board of Directors due to the director age limit of 75 years of age that was previously implemented by the Board of Directors. Roger Higleyserved on the Company's Audit and Clinical Affairs committees. Also on April 23, 2014, a new director nominee, Dr. Ron L. Poulos, DDS was elected to the Board of Directors of the Company at the 2014 Annual Meeting. The committee(s) of the Board on which Dr. Ron Poulosinitially will serve have not been determined as of the time of this filing on Form 8-K. Dr. Poulos will participate in the standard non-management director compensation arrangements described in the Company's proxy statement for its 2014 Annual Meeting. Dr. Ron L. Poulos, DDS has been engaged in the private practice of pediatric dentistry in Cincinnati, Ohiosince 1998. Dr. Poulos became a board certified pediatric dentist in 2001. He is an active member of the American Academy of Pediatric Dentistry, the American Dental Association, the Ohio Dental Associationand the Cincinnati Dental Society. In addition, Dr. Poulos has been the Treasurer of the Cincinnatieast side dental study club since 2005 and was a board member of the Childrens' Dental Care Foundationfrom 2006 through 2012. Dr. Poulos has been an Associate member of the Finance Committee of the Companysince 2011.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
The Company's annual meeting of shareholders was held on
April 24, 2013. At the meeting, the shareholders voted to re-elect certain persons to the Board of Directors for a term expiring at the 2016 annual meeting of shareholders. The individuals listed below were elected to the Company's Board of Directors, each to hold office until the designated annual meeting or until his or her successor is elected and qualified, or until his or her earlier resignation. The table below indicates the votes for, votes withheld and abstentions with respect to the election of the seven nominees. For Withheld Absentions Michael J. Carl, DDS 3,877 528 0 Anthony A. Cook, MBA, MS 3,817 528 0 James T. Foley 3,853 552 0 David A. Kreyling, DMD 3,877 528 0 James E. Kroeger, MBA, CPA 3,877 528 0 Donald J. Peak, CPA 3,889 516 0 Ron L. Poulos, DDS 3,913 492 0 The shareholders also voted on an advisory proposal to approve the compensation paid to the Company's Named Executive Officers, as described in certain sections of the Company's proxy statement for the meeting. The table below indicates the votes for and the votes against the proposal as well as the number of abstentions and non-votes. For Against Absentions Non-Vote Advisory Vote on Executive Compensation 2,465 801 717 422