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): December 412, 2018

DCP Holding Company

(Exact name of registrant as specified in its charter)

Ohio	0-51954	20-1291244
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)
100 Crowne Point Place, Sharonville, Ohio		45241
(Address of principal executive offices)		(Zip Code)

100 Crowne Point Place, Sharonville, Ohio	45241
(Address of principal executive offices)	(Zip Code)

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. ☐

ITEM 1.01 Entry into a Material Definitive Agreement ~~(See ITEM 5.02, below)~~

(See ITEM 5.02, below)

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 412, 2018, the ~~Chairman of the~~ Board of Directors ~~and~~of ~~Anthony A. Cook executed a Part Time Employment Agreement by and between~~ DCP Holding Company ~~(the~~approved ~~“Company”)~~a ~~and~~resolution ~~Anthony~~appointing A.Robert ~~Cook, with an effective date of January 1, 2019~~C. ~~The employment agreement provides for a base salary of not less than $10~~Hodgkins,~~000~~ ~~per month~~Jr. Mr. Cook will not be eligible to participate in the Company’s incentive compensation or benefit plans. This employment agreement continues on a month to month basis until either party provides written notice to the other party of termination of the agreement thirty (30) days prior to termination. Mr. Cook, age 68, has served as President, ~~and~~ Chief Executive Officer ~~of Dental Care Plus from February 2001 through December 2018~~ and ~~President and~~ Chief ~~Executive~~Financial Officer of the Company ~~from~~and ~~July~~Jodi ~~2004~~Fronczek ~~through December 2018. Mr. Cook also served~~ as aVice ~~member of the Board of Directors of the Company from November 2008 through October 2018. With his resignation as the~~ President and Chief ~~Executive~~Operations Officer ~~effective as~~ of ~~December 31, 2018, Mr. Cook will serve as Assistant to~~ the ~~President~~Company ~~for~~effective ~~Corporate~~January ~~Development~~1, ~~and Strategy~~2019.

On December 410, 2018, the ~~Chairman~~President ofand ~~the~~Chief ~~Board~~Executive ofOfficer ~~Directors~~ and ~~Robert~~Jodi C.Fronczek ~~Hodgkins, Jr.~~ executed the ~~Fourth Amended and Restated~~ DCP Holding Company Employment Agreement by and between DCP Holding Company (the “Company”) and ~~Robert~~Jodi ~~C. Hodgkins~~Fronczek, ~~Jr. to serve as President and Chief Executive Officer of the Company,~~ with an effective date of January 1, 2019. The ~~amended~~ employment agreement provides for an annual base salary of not less than $~~350~~189,~~000~~477 and annual bonus eligibility of between 1510% and 6034% of base salary. This agreement also provides for long term incentive award eligibility equal to 5% of base salary in the form of cash based on continued employment, ~~a monthly automobile allowance~~ and certain severance benefits if MrMs. ~~Hodgkins~~Fronczek is terminated without good cause or MrMs. ~~Hodgkins~~Fronczek terminates employment for Good Reason (as defined in the employment agreement). The Employment Agreement continues for a period of one year after the effective date and is automatically extended for successive one year periods. MrMs. ~~Hodgkins~~Fronczek, age 5947, has served as ~~Vice President and~~ Chief ~~Financial~~Operations Officer of Dental Care Plus ~~from July 2003 through December 2018~~ and ~~Vice President and Chief Financial Officer of~~ the Company from ~~July~~February ~~2004~~2010 through December 2018.

ITEM 9.01

Financial Statements and Exhibits

Exhibit 10.1 DCP Holding Company ~~Part Time~~ Employment Agreement with Jodi Fronczek effective January 1, 2019, dated December 410, 2018*

Exhibit 10.2 Fourth Amended and Restated DCP Holding Company Employment Agreement effective January 1, 2019, dated December 4, 2018*

*	Reflects management contracts or compensatory plan or arrangement

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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.

	DCP Holding Company
	/s/ Robert C. Hodgkins, Jr.
Date: December 14, 2018	/s/ Robert C. Hodgkins, Jr.
Date: December 7, 2018
	Robert C. Hodgkins, Jr.
	Vice President and Chief Financial Officer

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