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 2, 2017

DCP Holding Company

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (513) 554-1100

           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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 2, 2017, the President and Chief Executive Officer and Robert C. Hodgkins, Jr. executed the Second Amended and Restated DCP Holding Company Employment Agreement by and between DCP Holding Company (the “Company”) and Robert C. Hodgkins, Jr., with an effective date of January 1, 2017. The amended employment agreement provides for a base salary of not less than $269,014 and annual bonus eligibility of between 15% and 40% of base salary. This agreement also provides for long term incentive award eligibility of equal to 5% of base salary in the form of share awards based on continued employment and up to 25% of base salary in the form of cash contingent on the performance of the Company over a three year period, a monthly automobile allowance and certain severance benefits if Mr. Hodgkins is terminated without good cause. The Employment Agreement continues for a period of one year after the effective date and is automatically extended for successive one year periods. Mr. Hodgkins, age 57, has been Vice President and Chief Financial Officer of Dental Care Plus since July 2003 and Vice President and Chief Financial Officer of the Company since July 2004.

On May 3, 2017, the Chairman of the Board of Directors and Anthony A. Cook executed the Tenth Amended and Restated DCP Holding Company Employment Agreement by and between DCP Holding Company (the “Company”) and Anthony A. Cook, with an effective date of January 1, 2017. The amended employment agreement provides for a base salary of not less than $441,500 and annual bonus eligibility of between 15% and 60% of base salary. This agreement also provides for long term incentive award eligibility of equal to 5% of base salary in the form of share awards based on continued employment and up to 25% of base salary in the form of cash contingent on the performance of the Company over a three year period, a monthly automobile allowance, payment of country club dues of up to $7,200 annually and certain severance benefits if Mr. Cook is terminated without good cause. The Twelfth Amended and Restated Employment Agreement continues for a period of one year after the effective date and is automatically extended for successive one year periods. Mr. Cook, age 66, has been President and Chief Executive Officer of Dental Care Plus since February 2001, President and Chief Executive Officer of the Company since July 2004 and a member of the Board of Directors of the Company since November 2008.

                    *Reflects management contracts or compensatory plan or arrangement

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.

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