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): March 16, 2017

DCB FINANCIAL CORP

(Exact name of registrant as specified in its charter)

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):

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”), pursuant 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

Proposal 2 – Approval, on a non-binding advisory basis, The merger-related compensation

The adjournment proposal was withdrawn because DCB Financial’s shareholders approved the Merger Agreement, as noted above.

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.

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.

EXHIBIT INDEX