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) September 10, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously announced, on August 31, 2018 Ronald Nagel transitioned from his position as Chief Executive Officer of Community State Bank, a wholly owned bank subsidiary of QCR Holdings, Inc. (the “Company”), to an advisory role serving Community State Bank and its clients. In connection with this transition, on September 10, 2018, the Company and Mr. Nagel entered into an amendment to that certain Employment Agreement, dated May 23, 2016, between the Company and Mr. Nagel (the “Amendment”).
Pursuant to the Amendment, Mr. Nagel’s 2019 base salary was adjusted to reflect his advisory role going forward, as well as he will be eligible to elect to defer up to 50% of his compensation during the 2019 calendar year. In addition, Mr. Nagel will receive a guaranteed bonus in early 2019 and other perquisites.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. | |
| 10.1 | First Amendment of Employment Agreement between QCR Holdings, Inc. and Ronald Nagel, dated September 10, 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: September 13, 2018 | By: | /s/ Douglas M. Hultquist | |
| Douglas M. Hultquist | |||
| President and Chief Executive Officer | |||
Exhibit 10.1
First Amendment of
Employment Agreement Between
QCR Holdings, Inc. and Ronald Nagel
This First Amendment of Employment Agreement Between QCR Holdings, Inc. and Ronald Nagel (the “First Amendment”) is made and entered into as of September 10, 2018 (the “Effective Date”), by and between QCR Holdings, Inc. (the “Company”) and Ronald Nagel (the “Employee,” and together with the Company, the “Parties”).
Recitals
A. The Parties have made and entered into that certain Employment Agreement Between QCR Holdings, Inc. and Ronald Nagel dated May 23, 2016 (the “Employment Agreement”).
B. Pursuant to Section 19 of the Employment Agreement, the Employment Agreement may be amended by written agreement signed by the Parties.
C. The Company desires to continue to employ the Employee, and the Employee desires to continue in employment with the Company, pursuant to the terms of the Employment Agreement as amended by this First Amendment.
Agreement
In consideration of the foregoing and the mutual promises and covenants of the Parties set forth in this First Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly agree as follows:
1. The existing last sentence of Section 2 of the Employment Agreement shall be deleted and replaced with the following new sentence:
“That portion of the Employment Period extending from the Effective Date through December 31, 2018 shall be referred to as the ‘Initial Term’ and that portion of the Employment Period extending from January 1, 2019 through December 31, 2021 shall be referred to as the ‘Transition Period’.”
2. The existing first sentence of Section 3(a) of the Employment Agreement shall be deleted and replaced with the following two new sentences:
“The Employee agrees that during the period from the Effective Date through August 31, 2018 (the ‘Transition Date’), the Employee will devote his full business time, energies and talents to serving as the President and Chief Executive Officer of the Bank, at the direction of the Chief Executive Officer (‘CRBT CEO’) of Cedar Rapids Bank & Trust. Following the Transition Date, the Employee shall no longer serve as the President and Chief Executive Officer of the Bank and the Employee shall have such title as may be reasonably agreed between the CRBT CEO and the Employee.”
3. The existing Section 4(a) of the Employment Agreement shall be deleted and replaced with the following new Section 4(a):
“Annual Base Salary. During the Initial Term, the Employee shall be compensated at an annual rate (the ‘Annual Base Salary’) of (i) with respect to the period from the Effective Date through December 31, 2016, $320,000, and (ii) with respect to calendar years 2017 and 2018, $275,000, which shall be payable in accordance with the normal payroll practices of the Company.”
4. The existing clause “with respect to the fiscal years ending December 31, 2017, 2018 and 2019” appearing in the third paragraph of Section 4(d) of the Employment Agreement shall be deleted and replaced with the following new clause:
“with respect to the fiscal years ending December 31, 2017 and 2018”
5. The existing Section 4(f) of the Employment Agreement shall be deleted and replaced with the following new Section 4(f):
“During the Employment Period, (i) with respect to the period from the Effective Date through December 31, 2018, the Employee shall be eligible for participation under a deferred compensation agreement pursuant to which the Employee will be permitted to annually contribute and defer up to fifteen percent (15%) of his annual compensation and the Company shall make a matching contribution equal to the contribution made by the Employee up to a maximum contribution of fifteen thousand dollars ($15,000) and (ii) with respect to the calendar year beginning on January 1, 2019, the Employee shall be eligible for participation under a deferred compensation agreement pursuant to which the Employee will be permitted to annually contribute and defer up to fifty percent (50%) of his annual compensation and the Company shall make a matching contribution equal to the contribution made by the Employee up to a maximum contribution of fifteen thousand dollars ($15,000).”
6. The existing Section 4(h) of the Employment Agreement shall be amended by adding the following two new sentences at the end thereof:
“On or about January 1, 2019, the Company shall transfer to the Employee the ownership of, and title to, the Chevrolet Tahoe purchased by the Company or an Affiliate thereof on or about December 19, 2016. The value of such Chevrolet Tahoe, as reasonably determined by the Company in its sole discretion, shall be included in the Employee’s taxable income as of the date of such transfer. In connection with such transfer, the Company shall pay to the Employee an amount equal to any income tax liability associated therewith.”
7. Immediately following the existing Section 4(j) of the Employment Agreement, the following new Section 4(k) shall be added to the Employment Agreement as a part thereof:
“(k) Guaranteed Bonus. At the same time during 2019 as other 2018 incentive bonuses are generally paid to employees of the Company and its Affiliates, but in no event later than March 31, 2019, the Company shall pay to the Employee a one-time bonus in the amount of $180,000. Such one-time bonus shall be in addition to any bonus otherwise payable to the Employee pursuant to Section 4(d) of this Agreement with respect to the calendar year ending December 31, 2018.”
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8. In all other respects the Employment Agreement shall remain in full force and effect.
9. The Employee acknowledges and agrees that nothing contained in this First Amendment shall be deemed to give rise to “Good Reason” for purposes of the Employment Agreement.
[Signature page follows]
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In witness whereof, as of the Effective Date, the Company has caused this First Amendment to be executed by its duly authorized representative and the Employee has signed this First Amendment.
| QCR Holdings, Inc. | Employee | ||
| By: | /s/ Douglas M. Hultquist | /s/ Ronald Nagel | |
| Douglas M. Hultquist | Ronald Nagel | ||
| Chief Executive Officer | |||
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