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)

March 21, 2022

Guaranty Federal Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-23325 (Commission File Number)	43-1792717 (IRS Employer Identification No.)
2144 E. Republic Road, Suite F200 Springfield, Missouri 65804 (Address of principal executive offices, including zip code) (833) 875-2492 (Registrant’s telephone number, including area code) 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. 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	GFED	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities 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 of complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

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

On March 21, 2022, Guaranty Federal Bancshares, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, 2,608,472 shares of common stock, or approximately 59.5% of the total eligible voting shares, which represented a quorum, were represented at the Special Meeting in person or by proxy and voted on the proposals presented at the Special Meeting as follows:

Proposal One – Adoption of the Merger Agreement

The first proposal (the “Merger Proposal”) was to approve the adoption of the Agreement and Plan of Merger, dated as of November 9, 2021 (the “Merger Agreement”), between the Company and QCR Holdings, Inc. (“QCR”), pursuant to which the Company will merge with and into QCR (the “Merger”), and the transactions contemplated therein. The Company’s stockholders approved the Merger Proposal by the following votes:

Votes For	Votes Against	Abstentions
2,529,120	70,550	8,802

Proposal Two – Advisory Vote on Executive Compensation

The second proposal (the “Compensation Proposal”) was to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger. The Company’s stockholders approved, by a non-binding advisory vote, the Compensation Proposal by the following votes:

Votes For	Votes Against	Abstentions
1,915,511	665,772	27,189

Proposal Three – Adjournment Proposal

The third proposal (the “Adjournment Proposal”) was to approve the adjournment of the Special Meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the Merger Agreement and the transactions contemplated therein (including the Merger). However, the Adjournment Proposal was rendered moot due to the approval of the Merger Proposal, and no vote was held.

Item 8.01 Other Events.

On March 22, 2022, the Company issued a press release announcing the final voting results of the Special Meeting, as well announcing the election deadline, March 25, 2022, for the Company’s stockholders to complete the election form previously mailed to the stockholders, pursuant to which the stockholders may elect to receive, as consideration in the Merger with respect to each share of common stock of the Company owned by such stockholder, (i) $30.50 in cash, (ii) 0.58775 shares of QCR common stock, or (iii) mixed consideration of $6.10 in cash and 0.4702 shares of QCR common stock, subject to certain adjustments, with total consideration to consist of 80% stock and 20% cash, as further described in the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release of Guaranty Federal Bancshares, Inc. dated March 22, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: March 22, 2022

3 

EX-99.1

Exhibit 99.1

 

For Immediate Release	Contact:
	Shaun A. Burke, President and Chief Executive Officer 2144 E. Republic Road, Suite F200 Springfield, MO 65804 1.833.875.2492

GUARANTY FEDERAL BANCSHARES, INC. ANNOUNCES STOCKHOLDER VOTE RESULTS AND ELECTION DEADLINE REMINDER

SPRINGFIELD, MO - (March 22, 2022) - A special meeting of the stockholders of Guaranty Federal Bancshares, Inc. (NASDAQ: GFED) (the “Company” or “GFED” ) was held on March 21, 2022 at 4:00 p.m. Central Time at the Company’s Springfield, Missouri headquarters to, among other things, vote upon the previously announced definitive merger agreement entered into between the Company and QCR Holdings, Inc. (“QCR”). The results of the stockholder vote were as follows:

Proposal One – Adoption of the Merger Agreement

The first proposal (the “Merger Proposal”) was to approve the adoption of the Agreement and Plan of Merger, dated as of November 9, 2021 (the “Merger Agreement”), between the Company and QCR, pursuant to which the Company will merge with and into QCR (the “Merger”), and the transactions contemplated therein. The Company’s stockholders approved the Merger Proposal by the following votes:

Votes For	Votes Against	Abstentions
2,529,120	70,550	8,802

Proposal Two – Advisory Vote on Executive Compensation

The second proposal (the “Compensation Proposal”) was to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger. The Company’s stockholders approved, by a non-binding advisory vote, the Compensation Proposal by the following votes:

Votes For	Votes Against	Abstentions
1,915,511	665,772	27,189

IMPORTANT REMINDER REGARDING FORM OF CONSIDERATION ELECTION DEADLINE

GFED also reminds stockholders of the election deadline of 5:00 p.m., Central Time, on March 25, 2022 (the “Election Deadline”) for stockholders of GFED to elect the form of consideration they wish to receive for their shares of GFED common stock in connection with the Merger. The Election Deadline may be extended, in which case QCR and GFED will issue a press release announcing the new election deadline.

HOW TO COMPLETE ELECTION

Stockholders of GFED who have any questions about how to make an election regarding their merger consideration should contact the information agent for the election process, D.F. King & Co., Inc., as follows:

D.F. King & Co., Inc.

48 Wall Street

New York, NY  10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Please Call Toll-Free: (800) 769-4414

Email: gfed@dfking.com

ABOUT QCR HOLDINGS, INC.

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, and Springfield First Community Bank, based in Springfield, Missouri, was acquired by the Company in 2018. 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. The Company has 24 locations in Iowa, Missouri, Wisconsin and Illinois. As of December 31, 2021, the Company had approximately $6.1 billion in assets, $4.7 billion in loans and $4.9 billion in deposits. For additional information, please visit the Company’s website at www.qcrh.com.

About Guaranty Federal Bancshares, Inc.

Guaranty Federal Bancshares, Inc. (NASDAQ: GFED) has a subsidiary corporation offering full banking services. The principal subsidiary, Guaranty Bank, is headquartered in Springfield, Missouri, and has 16 full-service branches in Greene, Christian, Jasper and Newton Counties and a Loan Production Office in Webster County. Guaranty Bank is a member of the MoneyPass ATM network which provides its customers surcharge free access to over 37,000 ATMs nationwide. For more information visit the Guaranty Bank website: www.gbankmo.com.

FORWARD-LOOK STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but rather statements based on GFED’s and QCR’s current expectations regarding its business strategies and its intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to GFED’s or QCR’s actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation GFED’s and QCR’s inability to consummate the Merger (including due to any failure to satisfy the conditions set forth in the Merger Agreement); failure to integrate GFED and Guaranty Bank with QCR in accordance with expectations; deviations from performance expectations related to GFED and Guaranty Bank; general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; competitive conditions in the banking markets served by GFED’s and QCR’s respective subsidiaries; the adequacy of the allowance for losses on loans and the level of future provisions for losses on loans; and other factors disclosed periodically in GFED’s and QCR’s respective filings with the Securities and Exchange Commission (the “SEC”). GFED and QCR provide further detail regarding these risks and uncertainties in their respective latest Form 10-Ks and subsequent Form 10-Qs filed with the SEC, including in the respective risk factors sections of such reports, as well as in subsequent SEC filings.

Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this release or made elsewhere from time to time by GFED, QCR or on GFED’s or QCR’s behalf, respectively. Forward-looking statements speak only as of the date made, and neither GFED nor QCR assumes any duty and does not undertake to update forward-looking statements.

XML

Cover	Mar. 21, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 21, 2022
Entity File Number	000-23325
Entity Registrant Name	Guaranty Federal Bancshares, Inc.
Entity Central Index Key	0001046203
Entity Tax Identification Number	43-1792717
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2144 E. Republic Road
Entity Address, Address Line Two	Suite F200
Entity Address, City or Town	Springfield
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	65804
City Area Code	833
Local Phone Number	875-2492
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.10 per share
Trading Symbol	GFED
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false