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) | January 15, 2021 |
QCR HOLDINGS, INC.
(Exact name of registrant as specified in 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)
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 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, $1.000 Par Value | QCRH | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter). 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. |
On January 15, 2021, QCR Holdings, Inc. (the “Company”) and Robert C. Fulp, Chief Executive Officer of Springfield First Community Bank, a wholly owned bank subsidiary of the Company (the “Bank”), entered into a Separation Agreement and General Release of Claims (the “Agreement”). Mr. Fulp will retire from the Bank as CEO and from its Board of Directors, effective on February 11, 2021 (the “Retirement Date”).
The Company and the Bank thank Mr. Fulp for his contributions to the Bank’s growth and success over the years. Since 2011, Mr. Fulp has overseen its growth to an $800 million bank and its strategic partnership with the Company in 2018. Mr. Fulp has been an active member of the Springfield community and the Company is pleased that he will continue to devote his time and attention to the community.
Pursuant to the terms of the Agreement, Mr. Fulp will receive: (i) a cash severance payment equal to 200% of his current base salary to be paid in equal monthly installments starting over the 24-month period following the Retirement Date; (ii) that portion of his current annual base salary which had been earned but unpaid, less applicable deductions and withholdings; (iii) any performance based annual deferred cash compensation due to Mr. Fulp for the fiscal year ending December 31, 2020; (iv) the monetary equivalent of his accrued but unused vacation time and other eligible paid time off, less applicable deductions and withholdings; (v) payment for any unreimbursed out-of-pocket expenses incurred by Mr. Fulp in connection with the performance of his duties before the Retirement Date; and (vi) until April 2022, COBRA premium payments for Mr. Fulp and his eligible dependents to the extent such COBRA premium payments exceed premiums paid by then-current employees of for similar coverage. All previously granted stock awards issued to Mr. Fulp pursuant to the Company’s 2016 Equity Inventive Plan shall vest in accordance with the terms of the applicable award.
Mr. Fulp’s rights with respect to any benefits, incentives or awards provided to him pursuant to the terms and conditions of any other plan, program or arrangement sponsored or maintained by the Company will continue to be subject to the terms and conditions of such plan, program or arrangement. The Agreement includes Mr. Fulp’s general release of claims against the Company and its subsidiaries and his agreement to certain restrictive covenants, including a 24-month non-competition provision limiting certain competitive activities and a 24-month non-solicitation provision.
Item 7.01. | Regulation FD Disclosure. |
On January 19, 2021, the Company issued a press release announcing Mr. Fulp’s retirement from the Bank, a copy of which is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release dated January 19, 2021. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Date: January 19, 2021 | QCR Holdings, Inc. | |
By: | /s/ Todd A. Gipple | |
Name: | Todd A. Gipple | |
Title: | President, Chief Operating Officer and Chief Financial Officer |
Exhibit 99.1
|
PRESS RELEASE | FOR IMMEDIATE RELEASE |
QCR Holdings, Inc. Names Monte McNew as SFC Bank CEO
MOLINE, IL, JANUARY 19, 2021 -- QCR Holdings, Inc. (NASDAQ: QCRH) announced today that longtime SFC Bank CEO Rob Fulp is retiring and that current SFC Bank President Monte McNew has also been named CEO. Fulp retires from SFC after nine years with the company.
“Rob has been a large part of SFC’s success over the years and we wish him the best in retirement,” said QCRH CEO Larry Helling. “Monte steps in as president and CEO at a time when the bank is performing very well and in a strong position for future growth in the area. Under his leadership, we know our clients will continue to experience the exceptional service they’ve come to expect at SFC.”
McNew has served as president at SFC since 2014. In that time, he led significant growth in commercial and residential lending at the bank. In addition, he was responsible for managing the bank’s Credit Department.
“I am humbled and proud to lead such a dedicated and professional team,” said SFC President and CEO Monte McNew. “As a member of the Springfield community my whole life, taking care of our clients and supporting our community is a responsibility I’m passionate about. I look forward to building on the strong foundation we’ve established over the years.”
In addition to his role at SFC Bank, McNew also serves on the bank’s Board of Directors and is very active in the community. He currently serves as a board member for Lost & Found Grief Center, Hickory Hills Country Club and Care to Learn. Monte received his bachelor's in finance and MBA from Missouri State University.
About Us
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 engages in commercial leasing 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 September 30, 2020, the Company had approximately $5.9 billion in assets, $4.2 billion in loans and $4.7 billion in deposits. For additional information, please visit the Company’s website at www.qcrh.com.
Contacts:
Todd A. Gipple Kim K. Garrett
President Vice President,
Chief Operating Officer Corporate Communications
Chief Financial Officer Investor Relations Manager
(309) 743-7745 (319) 743-7006
tgipple@qcrh.com kgarrett@qcrh.com