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 7, 2013

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 7, 2013, Guaranty Federal Bancshares, Inc. (the “Company”) entered into incentive compensation arrangements with respect to bonuses payable in 2013 for Executive Officers Shaun A. Burke, President and Chief Executive Officer, Carter Peters, Chief Financial Officer, Robin Robeson, Chief Operating Officer, H. Michael Mattson, Chief Lending Officer and Sheri Biser, Chief Credit Officer.  The written description of each plan is attached hereto as Exhibits 10.1 through 10.5.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Written Description of 2013 Executive Incentive Compensation Annual Plan – President and Chief Executive Officer

10.2 Written Description of 2013 Executive Incentive Compensation Annual Plan – Chief Financial Officer

10.3 Written Description of 2013 Executive Incentive Compensation Annual Plan – Chief Operating Officer

10.4 Written Description of 2013 Executive Incentive Compensation Annual Plan – Chief Lending Officer

10.5 Written Description of 2013 Executive Incentive Compensation Annual Plan – Chief Credit 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 8, 2013

EX-10.1

Exhibit 10.1

Written Description of

2013 Executive Incentive Compensation Annual Plan -

President and Chief Executive Officer

The following is a description of the material terms of the 2013 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to Shaun A. Burke, the Company’s President and Chief Executive Officer (the "Executive"), for 2013:

The Plan will pay a maximum of $120,000 in restricted stock grants.  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 four performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) tangible common equity ratio (20%); (ii) net interest margin (20%); (iii) pre-tax net income (40%); and (iv) adversely classified assets to tier 1 capital and allowance for loan losses (20%). 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 2013 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of 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) the bank’s tier 1 leverage capital and total risk-based capital ratios must not fall below 9% and 12%, respectively, and adversely classified assets to tier 1 capital and allowance for loan losses must not exceed 45%; (iv) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2014 for the calendar year 2013; 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, and may consider other pertinent facts prior to making an award of restricted stock.  All incentive payments shall be subject to the Company’s Compensation Clawback Policy.

The Plan also includes vesting and holding periods for the restricted stock grants.  The vesting period for these grants shall be three (3) years from the date of grant.  Also, the Executive agrees not to sell, transfer or otherwise dispose of such shares for a period of three (3) years from the date of the award.  Exceptions to such restriction on sale, transfer or disposition may be granted for hardship circumstances to be determined by the Committee.

EX-10.2

Exhibit 10.2

Written Description of

2013 Executive Incentive Compensation Annual Plan –

Chief Financial Officer

The following is a description of the material terms of the 2013 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “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 (the "Executive"), for 2013:

The Plan will pay a maximum of $45,000 of which thirty-three and one-third percent (33 1/3%) of the bonus amount will be paid in cash and sixty-six and two-thirds percent (66 2/3%) will be paid in the form of restricted stock grants.  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 four performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) revenue growth (30%); (ii) net interest margin (20%); (iii) efficiency ratio (20%); and (iv) pre-tax net income (30%). 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 2013 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of 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) the bank’s tier 1 leverage capital and total risk-based capital ratios must not fall below 9% and 12%, respectively, and adversely classified assets to tier 1 capital and allowance for loan losses must not exceed 45%; (iv) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2014 for the calendar year 2013; 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, and may consider other pertinent facts prior to making an award of restricted stock. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.

The Plan also includes vesting and holding periods for the restricted stock grants.  The vesting period for these grants shall be three (3) years from the date of grant.  Also, the Executive agrees not to sell, transfer or otherwise dispose of such shares for a period of three (3) years from the date of the award.  Exceptions to such restriction on sale, transfer or disposition may be granted for hardship circumstances to be determined by the Committee.

EX-10.3

Exhibit 10.3

Written Description of

2013 Executive Incentive Compensation Annual Plan -

Chief Operating Officer

The following is a description of the material terms of the 2013 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to Robin Robeson, the Company’s Chief Operating Officer (the "Executive"), for 2013:

The Plan will pay a maximum of $68,800 of which thirty-three and one-third percent (33 1/3%) of the bonus amount will be paid in cash and sixty-six and two-thirds percent (66 2/3%) will be paid in the form of restricted stock grants.  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 four performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) revenue growth (30%); (ii) net interest margin (20%); (iii) efficiency ratio (20%); and (iv) pre-tax net income (30%). 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 2013 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of 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) the bank’s tier 1 leverage capital and total risk-based capital ratios must not fall below 9% and 12%, respectively, and adversely classified assets to tier 1 capital and allowance for loan losses must not exceed 45%; (iv) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2014 for the calendar year 2013; 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, and may consider other pertinent facts prior to making an award of restricted stock. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.

The Plan also includes vesting and holding periods for the restricted stock grants.  The vesting period for these grants shall be three (3) years from the date of grant.  Also, the Executive agrees not to sell, transfer or otherwise dispose of such shares for a period of three (3) years from the date of the award.  Exceptions to such restriction on sale, transfer or disposition may be granted for hardship circumstances to be determined by the Committee.

EX-10.4

Exhibit 10.4

Written Description of

2013 Executive Incentive Compensation Annual Plan –

Chief Lending Officer

The following is a description of the material terms of the 2013 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to H. Michael Mattson, the Company’s Chief Lending Officer (the "Executive"), for 2013:

The Plan will pay a maximum of $64,200 of which thirty-three and one-third percent (33 1/3%) of the bonus amount will be paid in cash and sixty-six and two-thirds percent (66 2/3%) will be paid in the form of restricted stock grants.  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 four performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) revenue growth (25%); (ii) net interest margin (25%); (iii) pre-tax net income (25%); and (iv) adversely classified assets to tier 1 capital and allowance for loan losses (25%). 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 2013 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of 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) the bank’s tier 1 leverage capital and total risk-based capital ratios must not fall below 9% and 12%, respectively, and adversely classified assets to tier 1 capital and allowance for loan losses must not exceed 45%; (iv) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2014 for the calendar year 2013; 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, and may consider other pertinent facts prior to making an award of restricted stock. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.

The Plan also includes vesting and holding periods for the restricted stock grants.  The vesting period for these grants shall be three (3) years from the date of grant.  Also, the Executive agrees not to sell, transfer or otherwise dispose of such shares for a period of three (3) years from the date of the award.  Exceptions to such restriction on sale, transfer or disposition may be granted for hardship circumstances to be determined by the Committee.

EX-10.5

Exhibit 10.5

Written Description of

2013 Executive Incentive Compensation Annual Plan -

Chief Credit Officer

The following is a description of the material terms of the 2013 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to Sheri Biser, the Company’s Chief Credit Officer (the "Executive"), for 2013:

The Plan will pay a maximum of $58,300 of which thirty-three and one-third percent (33 1/3%) of the bonus amount will be paid in cash and sixty-six and two-thirds percent (66 2/3%) will be paid in the form of restricted stock grants.  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 four performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) revenue growth (20%); (ii) net interest margin (20%); (iii) pre-tax net income (30%); and (iv) adversely classified assets to tier 1 capital and allowance for loan losses (30%). 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 2013 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of 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) the bank’s tier 1 leverage capital and total risk-based capital ratios must not fall below 9% and 12%, respectively, and adversely classified assets to tier 1 capital and allowance for loan losses must not exceed 45%; (iv) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2014 for the calendar year 2013; 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, and may consider other pertinent facts prior to making an award of restricted stock. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.

The Plan also includes vesting and holding periods for the restricted stock grants.  The vesting period for these grants shall be three (3) years from the date of grant.  Also, the Executive agrees not to sell, transfer or otherwise dispose of such shares for a period of three (3) years from the date of the award.  Exceptions to such restriction on sale, transfer or disposition may be granted for hardship circumstances to be determined by the Committee.