QCRH QCR Holdings Inc

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 20, 2024

_______________________________

QCR Holdings, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	000-22208	42-1397595
(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:

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. ☐

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 20, 2024	By:	/s/ Todd A. Gipple
		Todd A. Gipple
		President and Chief Financial Officer

 

Exhibit 10.1

 

QCR HOLDINGS, INC.

 

ADDENDUM TO

EMPLOYMENT AGREEMENT

 

This ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is made and entered into and effective as of May 20, 2024 (the “Addendum Date”), by and between QCR Holdings, Inc. (the “Company”), Quad City Bank and Trust Company (the “Bank,” and together with the Company, the “Employer”), and John Anderson (“Executive,” and together with the Employer, the “Parties”).

 

A.            Executive and the Employer are Parties to that certain Employment Agreement dated January 9, 2019 (the “Employment Agreement”).

 

B.            Executive desires to retire on January 3, 2025 (the “Retirement Date”).

 

C.            The Parties desire to amend the Employment Agreement by this Addendum as of the date first written above and, to the extent provided herein, to have this Addendum supersede the Employment Agreement to the extent amended by this Addendum.

 

Now, therefore, in consideration of the foregoing and of the mutual promises and covenants of the Parties set forth in this Addendum, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly covenant and agree to the following revisions to the Employment Agreement, effective as of the Addendum Date:

 

1.

Section 2 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

“The Employer shall employ Executive, and Executive shall be so employed, during the Employment Period in accordance with the terms of this Agreement. The “Employment Period” shall be the period beginning on the Effective Date and ending on January 3, 2025 (the “Retirement Date”), unless sooner terminated as provided herein.”

 

2.

Section 4(b) of the Employment Agreement is hereby amended by inserting the following sentence at the end thereof:

 

“Notwithstanding the time and manner of payment of the Incentive Bonus as provided in this Section 4(b) of the Employment Agreement, the cash equivalent amount of the equity portion of the Incentive Bonus for the 2024 fiscal year will be paid in cash on February 21, 2025.”

 

3.

Section 4(h) of the Employment Agreement is hereby amended by inserting the following sentence at the end thereof:

 

“Notwithstanding the foregoing, Executive shall no longer receive an automobile allowance following December 13, 2024, country club due reimbursement following December 31, 2024, or annual premium payments on Executive’s behalf for Executive’s life insurance policy following December 31, 2024.”

 

4.

Section 5(f) of the Employment Agreement is hereby amended by deleting the first sentence in its entirety and replacing it with the following sentence:

 

“If (i) Executive’s employment with the Employer is subject to a Termination or (ii) Executive’s employment with the Employer is terminated for any reason on or following the Retirement Date, then, to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical, dental, or vision plans maintained for active employees of the Employer or any Affiliate, the Employer shall provide Executive and those dependents with coverage equivalent to the coverage received while Executive was employed with the Employer for, in the case of a Termination pursuant to this Section 5(f)(i), as long as Executive is eligible for and elects coverage under the health continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or, in the case of a termination pursuant to this Section 5(f)(ii), up to eighteen (18) months if Executive is eligible for and elects coverage under the health continuation rules of COBRA.”

 

5.

Section 5(g) of the Employment Agreement is hereby amended by inserting the following sentence at the end thereof:

 

“Notwithstanding the foregoing, all of Executive’s outstanding unvested restricted stock and restricted stock unit awards shall immediately vest on the earlier of: (i) the date Executive’s employment is subject to a Termination, or (ii) the Retirement Date (provided that Executive remains continuously employed through the Retirement Date), with such awards to be paid or settled in cash on or prior to January 31, 2025, but in no event later than thirty (30) days following the Termination Date, if applicable.”

 

6.

Section 6 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

“Notwithstanding any provision of this Agreement to the contrary, no payments or benefits shall be owed to Executive under Section 5(d), 5(e), or 5(f) unless Executive executes and delivers to the Employer a Release within twenty-one (21) days following the Termination Date and does not revoke the Release prior to the expiration of any applicable revocation period provided in the Release. In addition to any payments or benefits owed to Executive under Section 5(d), 5(e), or 5(f), as additional consideration for executing a Release, on the first payroll date next following the expiration of any applicable revocation period, Executive shall be paid a single lump sum payment in the amount of seventy-one thousand seven hundred eighty-seven dollars and fifty cents ($71,787.50) for Executive’s execution and non-revocation of a Release as described in this Section 6, with such additional amount subject to all applicable withholdings, including the deferral of $40,000 into the Company’s Executive Deferred Compensation Plan.”

 

All other provisions of the Employment Agreement remain in full force and effect.

 

IN WITNESS WHEREOF, the Employer has caused this Addendum to be executed in its name and on its behalf, and Executive acknowledges understanding and acceptance of, and agrees to, the terms of this Addendum.

 

[Signature Page Follows]

 

 

 

 

 

 

 

 

		QCR HOLDINGS, INC.
	By:	/s/ Larry J. Helling
		Larry J. Helling
		Chief Executive Officer

 

		QUAD CITY BANK AND TRUST COMPANY
	By:	/s/ Laura Ekizian
		Laura Ekizian
		President

 

		EXECUTIVE
	By:	/s/ John H. Anderson
		JOHN H. ANDERSON

 

 

 

 

 

 

 

[Signature Page to Addendum to Employment Agreement]

 

EXHIBIT 99.1

QCR Holdings, Inc. Announces Retirement of John Anderson

MOLINE, Ill., May 20, 2024 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (“QCRH” or the “Company”) today announced the retirement of John H. Anderson, Chief Deposit Officer of QCRH and Chief Executive Officer of QCRH’s wholly-owned bank subsidiary, Quad City Bank and Trust Company (“QCBT”), effective January 3, 2025. As a leader in the Quad Cities banking industry for 40 years, Mr. Anderson has spent the last 26 years with QCBT, serving as its CEO for 17 years. Upon Mr. Anderson’s retirement, Laura “Divot” Ekizian, who has served as President and Chief Relationship Officer for QCBT for the past four years, will assume the role of Chief Executive Officer of QCBT, in addition to her current role as President of QCBT. Over the coming months, Mr. Anderson will continue to work with Ms. Ekizian and QCBT to ensure a smooth transition.

“On behalf of the QCRH and QCBT Boards of Directors, I’d like to extend our sincere thanks to John for the outstanding leadership that he has demonstrated at our company and in our community,” said QCRH CEO Larry Helling. “We acknowledge his significant contributions and wish him a fulfilling retirement.”

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 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.

PRESS CONTACT:
Cari Henson
VP, Corporate Communications Manager
309.277.2668 | chenson@qcrh.com

v3.24.1.1.u2

Cover	May 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2024
Entity File Number	000-22208
Entity Registrant Name	QCR Holdings, Inc.
Entity Central Index Key	0000906465
Entity Tax Identification Number	42-1397595
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3551 Seventh Street
Entity Address, City or Town	Moline
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	61265
City Area Code	309
Local Phone Number	736-3584
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 Par Value
Trading Symbol	QCRH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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