UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant's telephone number, including area code)
N/A
(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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 19, 2022, QCR Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of stockholders. Of the 15,657,587 shares of common stock issued and outstanding as of the record date for the meeting, 13,861,325 shares were represented at the meeting in person or by proxy, constituting approximately 88.52% of the outstanding shares.
Four proposals were presented to the stockholders and the results of voting on each of the matters submitted to a vote during the annual meeting are as follows:
1. For the election of three (3) Class II directors of the Company:
| NOMINEE | FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Brent R. Cobb | 11,356,061 | 183,125 | 2,322,139 | |||||||||
| Larry J. Helling | 11,341,281 | 197,905 | 2,322,139 | |||||||||
| Mark C. Kilmer | 11,048,545 | 490,641 | 2,322,139 | |||||||||
2. To approve, in a non-binding, advisory vote, the compensation of certain executive officers:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 11,347,456 | 171,990 | 19,740 | 2,322,139 | |||||||||||
3. To approve the QCR Holdings, Inc. 2022 Employee Stock Purchase Plan:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 11,502,229 | 32,674 | 4,283 | 2,322,139 | |||||||||||
4. To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 13,508,992 | 326,633 | 25,700 | 0 | |||||||||||
As previously disclosed, Patrick A. Baird, a Class II director since 2010, informed the board that he would not seek reelection as director of the Company at the annual meeting and, accordingly, the board did not re-nominate him for election. His directorship ended at the annual meeting, and the size of the board was reduced from 12 to 11 directors as of May 19, 2022.
Following the annual meeting, the Company declared a cash dividend of $0.06 per share of its common stock. The dividend is payable on July 6, 2022 to stockholders of record on June 17, 2022.
On May 23, 2022, the Company issued a press release announcing the dividend and annual meeting results. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits.
| 99.1 | Press Release dated May 23, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| QCR Holdings, Inc. | ||
| Date: May 23, 2022 | By: | /s/ Todd A. Gipple |
| Todd A. Gipple | ||
| President, Chief Operating Officer and Chief Financial Officer | ||
EXHIBIT 99.1
QCR Holdings, Inc. Announces Annual Meeting Results and a Cash Dividend of $0.06 Per Share
MOLINE, Ill., May 23, 2022 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (NASDAQ: QCRH) today announced the election of three Class II directors at the Company’s annual meeting of its stockholders. The directors, Brent R. Cobb, Larry J. Helling, and Mark C. Kilmer, were re-elected to three-year terms.
Additionally, on May 19, 2022, the Company’s Board of Directors declared a cash dividend of $0.06 per share payable on July 6, 2022, to holders of common stock of the Company of record on June 17, 2022.
About Us
QCR Holdings, Inc., headquartered in Moline, Illinois, is a relationship-driven, multi-bank holding company serving the Quad Cities, Cedar Rapids, Cedar Valley, Des Moines/Ankeny and Springfield communities through its wholly-owned subsidiary banks. The banks provide full-service commercial and consumer banking and trust and wealth management services. Quad City Bank & Trust Company, based in Bettendorf, Iowa, commenced operations in 1994, Cedar Rapids Bank & Trust Company, based in Cedar Rapids, Iowa, commenced operations in 2001, Community State Bank, based in Ankeny, Iowa, was acquired by the Company in 2016, Springfield First Community Bank, based in Springfield, Missouri, was acquired by the Company in 2018, and Guaranty Bank, also based in Springfield, Missouri, was acquired by the Company and merged with Springfield First Community Bank on April 1, 2022, with the combined entity operating under the Guaranty Bank name. Additionally, the Company serves the Waterloo/Cedar Falls, Iowa community through Community Bank & Trust, a division of Cedar Rapids Bank & Trust Company. Quad City Bank & Trust Company offers equipment loans and leases to businesses through its wholly-owned subsidiary, m2 Equipment Finance, LLC, based in Milwaukee, Wisconsin, and also provides correspondent banking services. Including the Guaranty Bank acquisition, the Company now has 40 locations in Iowa, Missouri, Wisconsin and Illinois. As of March 31, 2022, the Company had approximately $6.2 billion in assets, $4.8 billion in loans and $4.8 billion in deposits. For additional information, please visit the Company’s website at www.qcrh.com.
| Contacts: | |
| Todd A. Gipple | Kim K. Garrett |
| President | Vice President, Corporate Communications |
| Chief Operating Officer | Investor Relations Manager |
| Chief Financial Officer | (319) 743-7006 |
| (309) 743-7745 | [email protected] |
| [email protected] |