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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 15, 2024

_______________________________

QCR Holdings, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware000-2220842-1397595
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

3551 Seventh Street

Moline, Illinois 61265

(Address of Principal Executive Offices) (Zip Code)

(309) 736-3584

(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 Par ValueQCRHThe Nasdaq Global Market

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. ☐

 
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of QCR Holdings, Inc. (the “Company”) held on May 16, 2024, the Company’s stockholders approved the QCR Holdings, Inc. 2024 Equity Incentive Plan (the “2024 Equity Plan”). The 2024 Equity Plan was adopted by the Board of Directors of the Company on February 21, 2024, subject to approval of our stockholders. Upon approval, the 2024 Equity Plan replaced the QCR Holdings, Inc. 2016 Equity Incentive Plan. The 2024 Equity Plan will be administered by the Compensation Committee, which has the authority to select award recipients from the eligible participants, determine the types of awards to be granted, and determine the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards, including any vesting or accelerated vesting requirements or conditions applicable to an award or awards.

Subject to permitted adjustments for certain corporate transactions and forfeited shares, the maximum number of shares that may be delivered to participants, or their beneficiaries, under the 2024 Equity Plan is 600,000 shares of the Company’s common stock.

The foregoing description of the 2024 Equity Plan does not purport to be complete and is qualified in its entirety by the text of the 2024 Equity Plan, which was filed as Appendix A to the Company’s Definitive Proxy Statement dated April 4, 2024, and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 16, 2024, the Company held its Annual Meeting. Of the 16,799,764 shares of common stock issued and outstanding as of the record date for the Annual Meeting, 14,826,727 shares were represented at the Annual Meeting in person or by proxy, constituting 88.26% of the outstanding shares.

 

Five 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. To elect four (4) Class I directors of the Company:

 

NOMINEE FOR WITHHELD BROKER N.V.
Mary Kay Bates 12,345,293 247,498 2,233,936
John-Paul E. Besong 12,156,354 436,437 2,233,936
Todd A. Gipple 11,809,883 782,908 2,233,936
Donna J. Sorensen 12,002,276 590,515 2,233,936

 

2. To approve, in a non-binding, advisory vote, the compensation of certain executive officers, which is referred to as a “say-on-pay” vote:  

 

FOR AGAINST ABSTAIN BROKER N.V.
12,088,057 469,392 35,342 2,233,936

 

3. To recommend, in a non-binding, advisory vote, the frequency with which stockholders will vote on future say-on-pay proposals:

 

EVERY 1 YEAR EVERY 2 YEARS EVERY 3 YEARS ABSTAIN
11,437,065 16,075 1,102,197 37,454
       
BROKER N.V.      
2,233,936      

 

4. To approve the QCR Holdings, Inc. 2024 Equity Incentive Plan:

 

FOR AGAINST ABSTAIN BROKER N.V.
11,874,930 699,006 18,855 2,233,936

 

5. To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:  

 

FOR AGAINST ABSTAIN
14,545,400 231,167 50,160

 

Item 8.01. Other Events.

On May 15, 2024, the Company declared a cash dividend of $0.06 per share of its common stock. The dividend is payable on July 3, 2024 to stockholders of record on June 14, 2024.

On May 17, 2024, the Company issued a press release regarding the Annual Meeting results and the announcement of the cash dividend. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
 
 

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 17, 2024By: /s/ Todd A. Gipple        
  Todd A. Gipple
  President and Chief Financial Officer
  

 

EXHIBIT 99.1

logo

QCR Holdings, Inc. Announces Annual Meeting Results and a Cash Dividend of $0.06 Per Share

MOLINE, Ill., May 17, 2024 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (NASDAQ: QCRH) today announced the election of four Class I directors at the Company’s annual meeting of its stockholders. The directors, Mary Kay Bates, John-Paul E. Besong, Todd A. Gipple, and Donna J. Sorenson, were re-elected to three-year terms.

Additionally, on May 15, 2024, the Company’s Board of Directors declared a cash dividend of $0.06 per share payable on July 3, 2024, to holders of common stock of the Company of record on June 14, 2024.

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 in 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 Waukesha, Wisconsin, and also provides correspondent banking services. The Company has 36 locations in Iowa, Missouri, Wisconsin and Illinois. As of March 31, 2024, the Company had $8.6 billion in assets, $6.6 billion in loans and $6.8 billion in deposits. For additional information, please visit the Company’s website at www.qcrh.com.

Contact:

Todd A. Gipple
President
Chief Financial Officer
(309) 743-7745
tgipple@qcrh.com

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Entity File Number 000-22208
Entity Registrant Name QCR Holdings, Inc.
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Entity Address, Address Line One 3551 Seventh Street
Entity Address, City or Town Moline
Entity Address, State or Province IL
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