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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 19, 2021
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QCR Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-22208
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42-1397595
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3551 Seventh Street
Moline, Illinois 61265
(Address of Principal Executive Offices) (Zip Code)
(309) 736-3584
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $1.00 Par Value
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QCRH
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The Nasdaq Global Market
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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 May 20, 2021, Marie Z. Ziegler, a member of the Board of Directors since 2008, was elected Chair of the Board of Directors.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2021, QCR Holdings, Inc. (the “Company”) held its 2021 Annual Meeting of stockholders. Of the 15,842,700 shares of common stock issued and outstanding as of the record date for the meeting, 14,155,656 shares were represented at the meeting in person or by proxy, constituting approximately 89% of the outstanding shares.
Three proposals were presented to the stockholders and the 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:
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NOMINEE
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FOR
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WITHHELD
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BROKER N.V.
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Mary Kay Bates
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11,839,608
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44,873
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2,271,175
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John-Paul E. Besong
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11,806,138
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78,343
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2,271,175
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Todd A. Gipple
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10,836,139
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1,048,342
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2,271,175
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Donna J. Sorensen
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11,753,787
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130,694
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2,271,175
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2. To approve, in a non-binding, advisory vote, the compensation of certain executive officers:
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FOR
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AGAINST
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ABSTAIN
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BROKER N.V.
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11,567,263
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297,900
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19,318
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2,271,175
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3. To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:
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FOR
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AGAINST
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ABSTAIN
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BROKER N.V.
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13,867,610
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275,649
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12,397
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Item 8.01. Other Events.
On May 19, 2021, the Company declared a cash dividend of $0.06 per share of its common stock. The dividend is payable on July 7, 2021 to stockholders of record on June 18, 2021.
On May 24, 2021, the Company issued a press release regarding the election of Ms. Ziegler as Chair of the Board of Directors and the announcement of the cash dividend. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
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.
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QCR Holdings, Inc.
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Date: May 24, 2021
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By:
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/s/ Todd A. Gipple
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Todd A. Gipple
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President, Chief Operating Officer and Chief Financial Officer
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EXHIBIT 99.1
QCR Holdings, Inc. Elects Marie Ziegler as Board Chair; Announces a Cash Dividend of $0.06 Per Share
MOLINE, Ill., May 24, 2021 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (NASDAQ: QCRH) today announced Marie Z. Ziegler, a member of the Board of Directors since 2008, was elected Chair of the Board of Directors. Ziegler replaces former Chair Patrick S. Baird, who will remain on the Board.
Additionally, on May 19, 2021, the Company’s Board of Directors declared a cash dividend of $0.06 per share payable on July 7, 2021, to holders of common stock of the Company of record on June 18, 2021.
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 23 locations in Iowa, Missouri, Wisconsin and Illinois. As of March 31, 2021, the Company had approximately $5.6 billion in assets, $4.4 billion in loans and $4.6 billion in deposits. For additional information, please visit the Company’s website at www.qcrh.com.
Contacts:
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Todd A. Gipple
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Kim K. Garrett
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President
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Vice President, Corporate Communications
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Chief Operating Officer
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Investor Relations Manager
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Chief Financial Officer
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(319) 743-7006
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(309) 743-7745
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kgarrett@qcrh.com
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tgipple@qcrh.com
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