EXHIBIT 99.1
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 13, 2016
QCR Holdings,
Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-22208
| Delaware | 42-1397595 |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification Number) |
3551 Seventh
Street
Moline, Illinois 61265
(Address of principal executive offices, including zip code)
(309) 736-3584
(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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 13, 2016, the Company held its annual meeting of stockholders in Moline, Illinois. Of the 11,814,278 shares of common stock issued and outstanding as of the record date for the meeting, 9,885,789 shares were represented at the meeting in person or by proxy, constituting approximately 84% of the outstanding shares.
Five proposals were presented to the stockholders, and the final results of voting on each of the matters submitted to a vote during the annual meeting are as follows:
| 1. | For the election of five (5) Class II directors of the Company |
| NOMINEE | FOR | WITHHELD | BROKER N.V. | |||||||||
| Patrick S. Baird | 6,969,106 | 150,943 | 2,765,740 | |||||||||
| Larry J. Helling | 6,819,090 | 300,959 | 2,765,740 | |||||||||
| Douglas M. Hultquist | 6,968,257 | 151,792 | 2,765,740 | |||||||||
| Mark C. Kilmer | 6,965,711 | 154,338 | 2,765,740 | |||||||||
| Linda K. Neuman | 6,919,495 | 200,554 | 2,765,740 | |||||||||
| 2. | To approve, in a non-binding, advisory vote, the compensation of certain executive officers |
| FOR | AGAINST | ABSTAIN | BROKER N.V. | |||||||||||
| 6,738,463 | 333,860 | 47,726 | 2,765,740 | |||||||||||
| 3. | To approve the QCR Holdings, Inc. 2016 Equity Incentive Plan |
| FOR | AGAINST | ABSTAIN | BROKER N.V. | |||||||||||
| 6,770,709 | 305,588 | 43,752 | 2,765,740 | |||||||||||
| 4. | To ratify an amendment to the Amended and Restated Rights Agreement between the Company and Quad City Bank and Trust Company |
| FOR | AGAINST | ABSTAIN | BROKER N.V. | |||||||||||
| 5,790,285 | 1,325,306 | 4,458 | 2,765,740 | |||||||||||
| 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, 2016 |
| FOR | AGAINST | ABSTAIN | BROKER N.V. | |||||||||||
| 9,665,553 | 215,506 | 4,730 | 0 | |||||||||||
Item 7.01. Regulation FD Disclosure.
On May 13, 2016, the Company reviewed a presentation at its annual meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The presentation is being furnished, not filed, under Item 7.01 of this Form 8-K. This presentation is available to view at the Company’s website, www.qcrh.com.
Item 8.01. Other Events.
On May 18, 2016, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
||
Exhibit Number |
Description | |
| 99.1 | Annual Meeting Presentation | |
|
99.2 | Press release dated May 18, 2016 |
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.
| QCR Holdings, Inc. | |
| Dated: May 18, 2016 | By: /s/ Todd A. Gipple |
| Todd A. Gipple | |
| Executive Vice President, Chief Operating Officer | |
| and Chief Financial Officer |
EXHIBIT 99.1
EXHIBIT 99.2
QCR Holdings, Inc. Announces a Cash Dividend and Retirement of Chair of the Board
MOLINE, Ill., May 18, 2016 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (NASDAQ:QCRH) today announced that on May 13, 2016 the Company’s board of directors declared a cash dividend of $0.04 per share payable on July 6, 2016, to stockholders of record on June 17, 2016.
They also announced that on May 13, 2016, James (Jim) J. Brownson retired as Chair of the board of directors and that Vice Chair Patrick (Pat) S. Baird assumed the role as the new Chair. Douglas M. Hultquist, President and CEO of QCR Holdings, Inc., said, “On behalf of all of the employees and board members of QCR Holdings, I would like to express our deepest thanks to Jim Brownson for his leadership and guidance as Chair of our board for the past 9 years. Jim has been an energetic and passionate advocate for our Company since its inception more than 22 years ago. We are grateful that Jim will continue to serve as a director to assist in a seamless transition. Pat, as our newly appointed Chair, will be integral to our growth and success in the coming years and we are very appreciative of his willingness to serve in this role.” Mr. Baird has served as a director of QCR Holdings for 12 years and is the retired President and CEO of AEGON USA, LLC.
QCR Holdings, Inc., headquartered in Moline, Illinois, is a relationship-driven, multi-bank holding company, which serves the Quad City, Cedar Rapids, Cedar Valley, and Rockford communities through its wholly owned subsidiary banks. Quad City Bank & Trust Company, which is based in Bettendorf, Iowa, and commenced operations in 1994, Cedar Rapids Bank & Trust Company, which is based in Cedar Rapids, Iowa, and commenced operations in 2001, and Rockford Bank & Trust Company, which is based in Rockford, Illinois, and commenced operations in 2005, provide full-service commercial and consumer banking and trust and wealth management services. Quad City Bank & Trust Company also provides correspondent banking services. In addition, Quad City Bank & Trust Company engages in commercial leasing through its wholly owned subsidiary, m2 Lease Funds, LLC, based in Milwaukee, Wisconsin. With the acquisition of Community National Bancorporation in 2013, the Company serves the Waterloo/Cedar Falls, Iowa community through Community Bank & Trust, a division of Cedar Rapids Bank & Trust Company.
Special Note Concerning Forward-Looking Statements. This document contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “predict,” “suggest,” “appear,” “plan,” “intend,” “estimate,” ”annualize,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.
A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the local and national economy; (ii) the economic impact of any future terrorist threats and attacks, and the response of the United States to any such threats and attacks; (iii) changes in state and federal laws, regulations and governmental policies concerning the Company’s general business, including the Basel III regulatory capital reforms, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations issued thereunder; (iv) changes in interest rates and prepayment rates of the Company’s assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the integration of acquired entities; (viii) the loss of key executives or employees; (ix) changes in consumer spending; (x) unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.
Contact:
Todd A. Gipple
Executive Vice President
Chief Operating Officer
Chief Financial Officer
(309) 743-7745