-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VKYgwrpP6G0c54g/8dOipaxfNClGxa3cx0/8HLqCgDB535krW6a+gJGcZhXypJPQ P9eyf+X1q3z+r89F73oocw== 0000922907-09-000071.txt : 20090209 0000922907-09-000071.hdr.sgml : 20090209 20090209150322 ACCESSION NUMBER: 0000922907-09-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090203 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090209 DATE AS OF CHANGE: 20090209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GUARANTY FEDERAL BANCSHARES INC CENTRAL INDEX KEY: 0001046203 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 431792717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23325 FILM NUMBER: 09580999 BUSINESS ADDRESS: STREET 1: 1341 WEST BATTLEFIELD CITY: SPRINGFIELD STATE: MO ZIP: 65807 BUSINESS PHONE: 4175204333 MAIL ADDRESS: STREET 1: 1341 WEST BATTLEFIELD CITY: SPRINGFIELD STATE: MO ZIP: 65807 8-K 1 form8k_020909.htm Form 8-K

                                  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): February 3, 2009

                        Guaranty Federal Bancshares, Inc.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                                   43-1792717
                     (I.R.S. employer identification number)

                                     0-23325
                            (Commission file number)

                              1341 West Battlefield
                           Springfield, Missouri 65807
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (417) 520-4333

                                 Not applicable
          (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 (see General Instruction A.2.):

[_] 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))





                              INCLUDED INFORMATION

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

(e) On February 3, 2009, the compensation committee of the Board of Directors
(the "Compensation Committee") of Guaranty Federal Bancshares, Inc. (the
"Company") approved a short term bonus plan with respect to the bonus payable to
Shaun Burke, the Company's President and Chief Executive Officer, for 2009.
Pursuant to this plan, a maximum amount of $120,000 will be paid to Mr. Burke,
with the amount of bonus being based on three possible levels of incentive
awards: threshold (25%); target (50%); and maximum (100%). For any amount to be
paid under this plan, the threshold level of performance must be achieved. The
five performance measurements of the Company (and the weight given to each
measurement) applicable to each award level are as follows: (i) net income
(30%); (ii) core deposit growth (20%); (iii) return on average equity (20%);
(iv) net interest margin (20%); and (v) efficiency ratio (10%). Certain
criteria, however, must be satisfied before an award is paid under this plan.
The foregoing description is qualified in its entirety by the written
description of the 2009 Executive Incentive Compensation Annual Plan - President
and Chief Executive Officer, a copy of which is attached hereto as Exhibit
10.23.

On February 3, 2009, the Compensation Committee also approved a short term bonus
plan with respect to the bonus payable to Carter Peters, the Company's Chief
Financial Officer and Chief Operating Officer, for 2009. Pursuant to this plan,
a maximum amount of $50,000 will be paid to Mr. Peters, with the amount of bonus
being based on three possible levels of incentive awards: threshold (25%);
target (50%); and maximum (100%). For any amount to be paid under this plan, the
threshold level of performance must be achieved. The six performance
measurements of the Company (and the weight given to each measurement)
applicable to each award level are as follows: (i) full compliance with
Sarbanes-Oxley (20%); (ii) net income (20%); (iii) core deposit growth (20%);
(iv) return on average equity (20%); (v) cost of funds (10%); and (vi) non-core
funding dependence (10%). Certain criteria, however, must be satisfied before an
award is paid under this plan. The foregoing description is qualified in its
entirety by the written description of the 2009 Executive Incentive Compensation
Annual Plan - Chief Financial Officer and Chief Operating Officer, a copy of
which is attached hereto as Exhibit 10.24.

On February 3, 2009, the Compensation Committee also approved a short term bonus
plan with respect to the bonus payable to Mike Mattson, the Company's Chief
Lending Officer, for 2009. Pursuant to this plan, a maximum amount of $50,000
will be paid to Mr. Mattson, with the amount of bonus being based on three
possible levels of incentive awards: threshold (25%); target (50%); and maximum
(100%). For any amount to be paid under this plan, the threshold level of
performance must be achieved. The six performance measurements of the Company
(and the weight given to each measurement) applicable to each award level are as
follows: (i) net income (20%); (ii) core deposit growth (20%); (iii) return on
average equity (15%); (iv) yield of loans (15%); (v) total CRE to total risk
based capital (15%); and (vi) 30 days delinquent + non-accrual loans to



gross loans (15%). Certain criteria, however, must be satisfied before an award
is paid under this plan. The foregoing description is qualified in its entirety
by the written description of the 2009 Executive Incentive Compensation Annual
Plan - Chief Lending Officer, a copy of which is attached hereto as Exhibit
10.25.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

10.23    Written Description of 2009 Executive Incentive Compensation Annual
         Plan - President and Chief Executive Officer

10.24    Written Description of 2009 Executive Incentive Compensation Annual
         Plan - Chief Financial Officer and Chief Operating Officer

10.25    Written Description of 2009 Executive Incentive Compensation Annual
         Plan - Chief Lending Officer




                                   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.

                                      Guaranty Federal Bancshares, Inc.


                                      By: /s/ Shaun A. Burke
                                         -------------------------------------
                                      Shaun A. Burke
                                      President and Chief Executive Officer

Date: February 9, 2009


















EX-10 2 form8k_020909exh1023.htm EXHIBIT 10.23 Form 8-K


                                                                   Exhibit 10.23

                             Written Description of
               2009 Executive Incentive Compensation Annual Plan -
                      President and Chief Executive Officer

The following is a description of the material terms of the 2009 Executive
Incentive Compensation Annual Plan (the "Plan") that was adopted by the
compensation committee of the Board of Directors of Guaranty Federal Bancshares,
Inc. (the "Company") with respect to the bonus payable to Shaun Burke, the
Company's President and Chief Executive Officer (the "Executive"), for 2009:

The Plan will pay a maximum of $120,000. There are three possible levels of
incentive awards: threshold (25%); target (50%); and maximum (100%). For any
bonus amount to be paid, the threshold level of performance must be achieved.
The bonus amount will be prorated for performance achievements between the
threshold and target levels and between the target and maximum levels. The five
performance measurements of the Company (and the weight given to each
measurement) applicable to each award level are as follows: (i) net income
(30%); (ii) core deposit growth (20%); (iii) return on average equity (20%);
(iv) net interest margin (20%); and (v) efficiency ratio (10%). The following
minimum criteria must all be satisfied before an award is paid under the Plan:
(i) net income of the Company for calendar year 2009 of at least 75% of approved
budget; (ii) satisfactory audits as determined by the Board of Directors of the
Company after review of findings from regulatory examination reports and
applicable audits and reviews; (iii) no restatement of income for any prior
period previously released; (iv) satisfactory performance appraisal, actively
employed by Guaranty Bank, and in good standing at the time the bonus is paid;
and (v) the Board of Directors of the Company retains the right to make the
final determination of the bonus payment and amount, if any.

The Plan also includes a provision requiring the "clawback" of any bonus paid to
the Executive under the Plan. In the event that any payment under the Plan was
based on materially inaccurate financial statements or any other materially
inaccurate performance metric criteria, the Executive shall immediately pay back
such payment to the Company. In addition, in the event that, after a payment has
been made under the Plan, the Executive voluntarily terminates his employment
and at the time of such termination Guaranty Bank has a composite rating lower
than 2 under the CAMELS rating system, the Executive shall immediately pay back
the full amount of such bonus amount upon such voluntary termination of
employment.
EX-10 3 form8k_020909exh1024.htm EXHIBIT 10.24 Exhibit 24


                                                                  Exhibit 10.24


                             Written Description of
               2009 Executive Incentive Compensation Annual Plan -
               Chief Financial Officer and Chief Operating Officer

The following is a description of the material terms of the 2009 Executive
Incentive Compensation Annual Plan (the "Plan") that was adopted by the
compensation committee of the Board of Directors of Guaranty Federal Bancshares,
Inc. (the "Company") with respect to the bonus payable to Carter Peters, the
Company's Chief Financial Officer and Chief Operating Officer (the "Executive"),
for 2009:

The Plan will pay a maximum of $50,000. There are three possible levels of
incentive awards: threshold (25%); target (50%); and maximum (100%). For any
bonus amount to be paid, the threshold level of performance must be achieved.
The bonus amount will be prorated for performance achievements between the
threshold and target levels and between the target and maximum levels (except
with respect to the performance measurement for full compliance with the
Sarbanes-Oxley Act of 2002 as described below). The six performance measurements
of the Company (and the weight given to each measurement) applicable to each
award level are as follows: (i) full compliance with the Sarbanes-Oxley Act of
2002 (20%); (ii) net income (20%); (iii) core deposit growth (20%); (iv) return
on average equity (20%); (v) cost of funds (10%); and (vi) non-core funding
dependence (10%). The following minimum criteria must all be satisfied before an
award is paid under the Plan: (i) net income of the Company for calendar year
2009 of at least 75% of approved budget; (ii) satisfactory audits as determined
by the Board of Directors of the Company after review of findings from
regulatory examination reports and applicable audits and reviews; (iii) no
restatement of income for any prior period previously released; (iv)
satisfactory performance appraisal, actively employed by Guaranty Bank, and in
good standing at the time the bonus is paid; and (v) the Board of Directors of
the Company retains the right to make the final determination of the bonus
payment and amount, if any.

The Plan also includes a provision requiring the "clawback" of any bonus paid to
the Executive under the Plan. In the event that any payment under the Plan was
based on materially inaccurate financial statements or any other materially
inaccurate performance metric criteria, the Executive shall immediately pay back
such payment to the Company. In addition, in the event that, after a payment has
been made under the Plan, the Executive voluntarily terminates his employment
and at the time of such termination Guaranty Bank has a composite rating lower
than 2 under the CAMELS rating system, the Executive shall immediately pay back
the full amount of such bonus amount upon such voluntary termination of
employment.


EX-10 4 form8k_020909exh1025.htm EXHIBIT 10.25 Exhibit 10.25





                                                                   Exhibit 10.25


                             Written Description of
               2009 Executive Incentive Compensation Annual Plan -
                              Chief Lending Officer

The following is a description of the material terms of the 2009 Executive
Incentive Compensation Annual Plan (the "Plan") that was adopted by the
compensation committee of the Board of Directors of Guaranty Federal Bancshares,
Inc. (the "Company") with respect to the bonus payable to Mike Mattson, the
Company's Chief Lending Officer (the "Executive"), for 2009:

The Plan will pay a maximum of $50,000. There are three possible levels of
incentive awards: threshold (25%); target (50%); and maximum (100%). For any
bonus amount to be paid, the threshold level of performance must be achieved.
The bonus amount will be prorated for performance achievements between the
threshold and target levels and between the target and maximum levels. The six
performance measurements of the Company (and the weight given to each
measurement) applicable to each award level are as follows: (i) net income
(20%); (ii) core deposit growth (20%); (iii) return on average equity (15%);
(iv) yield of loans (15%); (v) total CRE to total risk based capital (15%); and
(vi) 30 days delinquent + non-accrual loans to gross loans (15%). The following
minimum criteria must all be satisfied before an award is paid under the Plan:
(i) net income of the Company for calendar year 2009 of at least 75% of approved
budget; (ii) satisfactory audits as determined by the Board of Directors of the
Company after review of findings from regulatory examination reports and
applicable audits and reviews; (iii) no restatement of income for any prior
period previously released; (iv) satisfactory performance appraisal, actively
employed by Guaranty Bank, and in good standing at the time the bonus is paid;
and (v) the Board of Directors of the Company retains the right to make the
final determination of the bonus payment and amount, if any.

The Plan also includes a provision requiring the "clawback" of any bonus paid to
the Executive under the Plan. In the event that any payment under the Plan was
based on materially inaccurate financial statements or any other materially
inaccurate performance metric criteria, the Executive shall immediately pay back
such payment to the Company. In addition, in the event that, after a payment has
been made under the Plan, the Executive voluntarily terminates his employment
and at the time of such termination Guaranty Bank has a composite rating lower
than 2 under the CAMELS rating system, the Executive shall immediately pay back
the full amount of such bonus amount upon such voluntary termination of
employment.
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