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 23, 2018
QCR Holdings, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-22208
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)
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 (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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. [ ]
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 23, 2018, QCR Holdings, Inc. (the “Company”) held its annual meeting of stockholders in Moline, Illinois. Of the 13,935,293 shares of common stock issued and outstanding as of the record date for the meeting, 12,413,266 shares were represented at the meeting in person or by proxy, constituting approximately 89% of the outstanding shares.
Four 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 four (4) Class I directors of the Company: |
NOMINEE | FOR | WITHHELD | BROKER N.V. | |||
Mary Kay Bates | 9,273,617 | 325,977 | 2,813,672 | |||
John-Paul E. Besong | 9,225,914 | 373,680 | 2,813,672 | |||
Todd A. Gipple | 8,627,592 | 972,002 | 2,813,672 | |||
Donna J. Sorensen | 9,247,517 | 352,077 | 2,813,672 |
2. | To approve, in a non-binding, advisory vote, the compensation of certain executive officers: |
FOR | AGAINST | ABSTAIN | BROKER N.V. | |||
9,331,358 | 231,159 | 37,077 | 2,813,672 |
3. | To approve, in a non-binding, advisory vote, the frequency with which stockholders will vote on future say-on-pay proposals: |
1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER N.V. | ||||
9,125,264 | 102,431 | 359,681 | 12,218 | 2,813,672 |
4. | To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018: |
FOR | AGAINST | ABSTAIN | BROKER N.V. | |||
11,935,224 | 472,091 | 5,951 | -0- |
Item 7.01. Regulation FD Disclosure.
On May 23, 2018, the Company reviewed a presentation at its annual meeting of stockholders, which is attached hereto as Exhibit 99.1 and incorporated by reference. This presentation is also available to view at the Company’s website, www.qcrh.com.
The information furnished pursuant to this Item and the related exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On May 24, 2018, the Company issued a press release regarding the election of new director Mary Kay Bates and the announcement of a cash dividend of $0.06 per share of Company common stock, 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.
99.1 | Investor Presentation, dated May 23, 2018. |
99.2 | Press Release, dated May 24, 2018. |
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 24, 2018 | By: | /s/ Todd A. Gipple | |
Executive Vice President, Chief Operating Officer and Chief Financial Officer |
EXHIBIT 99.1
Annual Meeting of Stockholders May 23, 2018 Financial Overview Douglas M. Hultquist, CEO Todd A. Gipple, COO/CFO Exhibit 99.1
2 a relationship driven organization. ® This presentation 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 QC R Holdings, Inc. (“QCR Holdings” or the “Company”) and Springfield Bancshares, Inc. (“Springfield Bancshares”). Forward - looking statements, which may be based upon beliefs, expectations and assumptions of QCR Holdings’ and Springfield Bancshares’ management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this presentation, including forward - looking statements, speak only as of the date they are made, and neither QCR Holdings nor Springfield Bancshares undertakes any 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 QCR Holdings and Springfield Bancshares to control or predict, could cause actual results to differ materially from those in any forward - looking statements. These factors include, among others, the following: ( i ) the possibility that any of the anticipated benefits of the proposed transaction between QCR Holdings and Springfield Bancshares will not be realized or will not be realized within the expected time period; (ii) the risk that integration of operations of Springfield Bancshares with those of QCR Holdings will be materially delayed or will be more costly or difficult than expected; (iii) the inability to complete the proposed transaction d ue to the failure of the required stockholder approval; (iv) the failure to satisfy other conditions to completion of the proposed transac tion, including receipt of required regulatory and other approvals; (v) the failure of the proposed transaction to close for any other reason; (vi) the effect of the announcement of the transaction on customer relationships and operating results; (vii) the possib ility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or event s; (viii) the strength of the local, national and international economy; (ix) changes in state and federal laws, regulations and governmental policies concerning QCR Holdings’ and Springfield Bancshares’ general business; (x) changes in interest rates and prepayment rates of QCR Holdings’ and Springfield Bancshares’ assets; (xi) increased competition in the financial services secto r and the inability to attract new customers; (xii) changes in technology and the ability to develop and maintain secure and relia ble electronic systems; (xiii) the loss of key executives or employees; (xiv) changes in consumer spending; (xv) unexpected results of acquisitions, including the acquisition of Springfield Bancshares; (xvi) unexpected outcomes of existing or new litigation invol ving QCR Holdings or Springfield Bancshares; (xvii) the economic impact of any future terrorist threats or attacks; (xviii) the econo mic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, and blizzards; and (xix) 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 QCR Holdings and its business, including additional factors that could materially affect QCR Holdings’ financial results, are included in QCR Holdings’ filings with t he Securities and Exchange Commission (the “SEC”). FORWARD - LOOKING STATEMENTS
3 a relationship driven organization. ® These slides contain non - GAAP financial measures. For purposes of Regulation G, a non - GAAP financial measure is a numerical measure of the registrant ’ s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirement of Regulation G, QCR Holdings, Inc. has provided reconciliations within the slides, as necessary, of the non - GAAP financial measure to the most directly comparable GAAP financial measure. (For more details on the Company’s non - GAAP measures refer to the Company’s Annual Report on Form 10 - K for the year ended December 31, 2017). NON - GAAP FINANCIAL MEASURES
Reported 12/31/10 Reported 12/31/11 Reported 12/31/12 Reported 12/31/13 Reported 12/31/14 Reported 12/31/15 Reported 12/31/16 Reported 12/31/17 Net Income $2.5 $4.4 $9.1 $11.8 $13.9 $16.9 $27.7 $35.7 Net Interest Margin (%) 2.92% 3.08% 3.14% 3.03% 3.15% 3.37% 3.75% 3.78% Return on Assets (%) 0.36% 0.51% 0.62% 0.64% 0.61% 0.66% 0.97% 1.01% ($ millions) Earnings History 2
1 st Quarter 2016 1 st Quarter 2017 1 st Quarter 2018 Total Assets $2.6B $3.4B $4.0B Net Income $6.4 $9.2 $10.6 Earnings Per Share $0.53 $0.68 $0.74 ($ millions) Recent Growth in Assets and Earnings 3
Stock Price Performance $9.10 $13.22 $17.03 $17.86 $24.29 $43.30 $43.00 $45.30 $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 12/1/2011 12/1/2012 12/1/2013 12/1/2014 12/1/2015 12/1/2016 12/1/2017 12/31/11 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 12/3 1/17 4/30/18 4
Total Shareholder Return Results 5 Five Year Three Year Proxy Peer Group 75 th Percentile Median 25 th Percentile 179.50% 156.20% 102.30% 98.70% 78.30% 44.00% QCR Holdings, Inc. Ranking 193.60% #3 161.60% #1
Strategic Plan We have 2 main goals in our strategic plan that we believe will continue to drive shareholder value: 1. Create a culture of high performance 2. Perform in the top quartile of our peers by 2020 6
7 Initiatives QCR Holdings, Inc. has seven stated initiatives that will drive us to the top quartile of our peers: 1. Continue strong organic loan and lease growth to maintain loans and leases to total assets ratio in the range of 73 - 78% 2. Continued focus on growing core deposits to maintain reliance on wholesale funding to less than 15% of assets. 3. Continue to focus on maintaining gains on sale of USDA and SBA loans, and fee income on SWAPS, as a more significant and consistent component of core revenue 4. Grow Wealth Management net income by 10% annually 5. Carefully manage noninterest expenses growth 6. Maintain asset quality metrics to better than peer levels 7. Participate as an acquirer in the consolidation taking place in our markets to further boost ROAA, improve efficiency ratio, and increase EPS 7
10 a relationship driven organization. ® Corporate Overview NASDAQ - QCRH As of March 31, 2018 Russell 2000® Index Member Since June 30, 2015 $4.0 Billion in Assets $3.1 Billion in Loans $3.3 Billion in Deposits 26 Facilities Quad City Bank & Trust (5) Cedar Rapids Bank & Trust (5) * Rockford Bank & Trust (2) m2 Lease Funds LLC (1) Community Bank & Trust (3) Community State Bank (10) Springfield First Community Bank (1) A B C D E F QCR Holdings, Inc. – Founded in 1993 - Headquartered in Moline, IL F B C D E Source: S&P Global Market Intelligence and Company documents. * Includes recently acquired Guaranty Bank & Trust. (a division of Cedar Rapids Bank & Trust) SHARES OUTSTANDING: 13.95 million OWNERSHIP: Institutional & Mutual Funds 62.6% Insiders & Benefit Plans 12.7% G G A (Anticipated Q3, subject to regulatory and other approvals) Ankeny, Des Moines Waterloo Cedar Rapids Quad Cities Rockford Milwaukee Springfield 8
History of QCRH 9
• Meaningful EPS Accretion: 8.0% accretive in the first full year • Tangible book value dilution of ~4% • TBV earnback period of 3.0 years (1) • Capital ratios at closing in excess of well - capitalized thresholds • Internal rate of return of approximately 20% Financially Attractive • Expansion into growing Springfield, MO MSA • More than $475 million in loans and top 10 deposit market share • Retention of key Springfield management and local brand • Increased scale can accelerate Springfield’s growth trajectory • More than $200 million loan participations sold Strategic Opportunity • Springfield, MO market very consistent with our existing footprint • Low levels of credit risk • Extensive due diligence completed • Three successful partnerships since 2013 Proven Integration Capabilities Springfield (SFC) Transaction Summary (1) Based on the crossover method. 10
Questions? Thank you for your continued support! 11
EXHIBIT 99.2
QCR Holdings, Inc. Welcomes New Director Mary Kay Bates and Announces a Cash Dividend of $0.06 per Share
MOLINE, Ill., May 24, 2018 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (NASDAQ:QCRH) today announced the election of four Class I directors on May 23, 2018 at the Company’s annual meeting of its stockholders. Three of the directors, John-Paul E. Besong, Todd A. Gipple and Donna J. Sorensen, were re-elected to three-year terms. Mary Kay Bates, President of Bank Midwest based in Spirit Lake, IA, is a new independent director to the Company, effective immediately.
“Mary Kay is an accomplished leader and will bring fresh perspectives and deep industry knowledge to our board given her over 30 years of banking experience,” states Doug M. Hultquist, President and CEO of QCR Holdings, Inc. “In addition, she is a recognized industry leader and we are confident that QCR Holdings will benefit greatly from her insights and counsel.”
Ms. Bates is currently president and chief executive officer of Bank Midwest. She has over 30 years in the financial services industry and has been with Bank Midwest since 1995. In her tenure at the bank, she has served in multiple areas including lending, marketing and human resources. She also held the role of executive vice president and chief operating officer and currently serves on the board of directors of Bank Midwest and Goodenow Bancorporation. She is a Trustee of the Graduate School of Banking at Colorado and an active member of the Iowa Bankers Association, serving on the legislative committee and as a Regional Vice-Chair. She is a Trustee of Lakes Regional Healthcare and a board director of Lakes Regional Healthcare Foundation. Ms. Bates attended Iowa State University and graduated with honors from the Graduate School of Banking Colorado.
Immediately following the annual meeting of stockholders the Company’s board of directors declared a cash dividend of $0.06 per share payable on July 5, 2018, to holders of common stock of the Company of record on June 15, 2018.
About Us
QCR Holdings, Inc., headquartered in Moline, Illinois, is a relationship-driven, multi-bank holding company, which serves the Quad Cities, Cedar Rapids, Cedar Valley, Des Moines/Ankeny, 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, Community State Bank, which is based in Ankeny, Iowa and was acquired by the Company in 2016, 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. Additionally, the Company serves the Waterloo/Cedar Falls, Iowa community through Community Bank & Trust, a division of Cedar Rapids Bank & Trust Company. The Company enhanced its presence in Cedar Rapids, Iowa with the acquisition of Guaranty Bank & Trust Company in October 2017, which merged with Cedar Rapids Bank & Trust in December 2017.
Contacts:
Todd A. Gipple
Executive Vice President
Chief Operating Officer
Chief Financial Officer
(309) 743-7745
tgipple@qcrh.com
Christopher J. Lindell
Executive Vice President
Corporate Communications
(319) 743-7006
clindell@qcrh.com
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