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 7 , 20 1 8
Guaranty Federal Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
43-1792717
(I.R.S. employer identification number)
0-23325
(Commission file number)
2144 E Republic Road, Suite F200
Springfield, Missouri 6580
4
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (417) 520-4333
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. to Form 8-K):
| [_] | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting materials 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Act of 1934.
Emerging growth company [_]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period of complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [_]
INCLUDED INFORMATION
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(e) Written Description of 201 8 Executive Incentive Compensation Annual Plan for Certain Executive Officers.
On May 7, 2018, the Company entered into short-term incentive compensation arrangements with respect to bonuses payable in 2018 for Executive Officers Shaun A. Burke, President and Chief Executive Officer, Carter Peters, Chief Financial Officer, Robin Robeson, Chief Operating Officer, H. Charles Puls, Chief Lending Officer and Sheri Biser, Chief Credit Officer. The written description of each plan is attached hereto as Exhibits 10.1 through 10.5 and is incorporated by reference in this Item 502(e).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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Guaranty Federal Bancshares, Inc.
By: / s/ Shaun A. Burke Shaun A. Burke President and Chief Executive Officer |
Date: May 7, 2018
Exhibit 10.1
Written Description of
201 8 Executive Incentive Compensation Annual Plan -
President and Chief Executive Officer
The following is a description of the material terms of the 2018 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to Shaun A. Burke, the Company’s President and Chief Executive Officer (the "Executive"), for 2018:
The Plan will pay a maximum of $157,500 of which one hundred-percent (100%) of the bonus amount will be paid in cash. The Compensation Committee will have discretionary authority to recommend executive incentive payments to the full Board of Directors for 2018. The Committee will consider the following in determining incentive payments:
|
A) |
Satisfactory completion and integration of Hometown Bancshares, Inc. and Hometown Bank: (i) minimum cost savings of 30% for 2018, (ii) retain a minimum of 80% of core deposits, measured from the financial position at December 31, 2018 and (iii) retain a minimum of 80% of loans, measured from the financial position at December 31, 2018. |
|
B) |
Achievement of the following consolidated performance ratios within desired range: (i) Net interest margin – 3.30% to 3.35%, (ii) Loan to deposit ratio – 105% to 100%, (iii) Pre-tax net income - $8.175 million to $10.0 million and (iv) Non-performing assets to average total assets – 1.45% to 1.25%. |
The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) net income of the Company for calendar year 2018 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of budget; (ii) satisfactory audits as determined by the Board of Directors of the Company after review of findings from regulatory examination reports and applicable audits and reviews; (iii) the Company and Guaranty Bank must maintain capital ratios to meet regulatory “well capitalized” status; and (iv) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2019 for the calendar year 2018.
If the Company terminates the Executive’s employment other than for cause (as defined in Executive’s employment agreement) before the end of the performance year, then the Executive will be eligible for a prorated incentive payment (at target level) except for a change in control of the Company. If the Executive’s employment ends within twelve months following a change in control of the Company, then the Executive will be eligible for an incentive amount computed in accordance with the Executive’s employment agreement.
The Committee may adjust the incentive above or below target (50% of the maximum award) based on achievement of the above measurements and other pertinent factors including, but not limited to, executive’s contribution to the bank’s goals and objective, attitude, teamwork, initiative, interpersonal relationships and adherence to policies. The Committee will also consider the executive’s overall compensation relevant to peer group.
The Board of Directors of the Company retains the right to make the final determination of the bonus payment and amount, if any, and may consider other pertinent facts prior to making an award. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.
Exhibit 10.2
Written Description of
201 8 Executive Incentive Compensation Annual Plan –
Chief Financial Officer
The following is a description of the material terms of the 2018 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to Carter Peters, the Company’s Chief Financial Officer (the "Executive"), for 2018:
The Plan will pay a maximum of $105,000 of which one hundred-percent (100%) of the bonus amount will be paid in cash. The Compensation Committee will have discretionary authority to recommend executive incentive payments to the full Board of Directors for 2018. The Committee will consider the following in determining incentive payments:
|
A) |
Satisfactory completion and integration of Hometown Bancshares, Inc. and Hometown Bank: (i) minimum cost savings of 30% for 2018, (ii) retain a minimum of 80% of core deposits, measured from the financial position at December 31, 2018 and (iii) retain a minimum of 80% of loans, measured from the financial position at December 31, 2018. |
|
B) |
Achievement of the following consolidated performance ratios within desired range: (i) Net interest margin – 3.30% to 3.35%, (ii) Loan to deposit ratio – 105% to 100%, (iii) Pre-tax net income - $8.175 million to $10.0 million and (iv) Non-performing assets to average total assets – 1.45% to 1.25%. |
The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) net income of the Company for calendar year 2018 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of budget; (ii) satisfactory audits as determined by the Board of Directors of the Company after review of findings from regulatory examination reports and applicable audits and reviews; (iii) the Company and Guaranty Bank must maintain capital ratios to meet regulatory “well capitalized” status; and (iv) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2019 for the calendar year 2018.
If the Company terminates the Executive’s employment other than for cause (as defined in Executive’s employment agreement) before the end of the performance year, then the Executive will be eligible for a prorated incentive payment (at target level) except for a change in control of the Company. If the Executive’s employment ends within twelve months following a change in control of the Company, then the Executive will be eligible for an incentive amount computed in accordance with the Executive’s employment agreement.
The Committee may adjust the incentive above or below target (50% of the maximum award) based on achievement of the above measurements and other pertinent factors including, but not limited to, executive’s contribution to the bank’s goals and objective, attitude, teamwork, initiative, interpersonal relationships and adherence to policies. The Committee will also consider the executive’s overall compensation relevant to peer group.
The Board of Directors of the Company retains the right to make the final determination of the bonus payment and amount, if any, and may consider other pertinent facts prior to making an award. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.
Exhibit 10.3
Written Description of
201 8 Executive Incentive Compensation Annual Plan -
Chief Operating Officer
The following is a description of the material terms of the 2018 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to Robin Robeson, the Company’s Chief Operating Officer (the "Executive"), for 2018:
The Plan will pay a maximum of $114,500 of which one hundred-percent (100%) of the bonus amount will be paid in cash. The Compensation Committee will have discretionary authority to recommend executive incentive payments to the full Board of Directors for 2018. The Committee will consider the following in determining incentive payments:
|
A) |
Satisfactory completion and integration of Hometown Bancshares, Inc. and Hometown Bank: (i) minimum cost savings of 30% for 2018, (ii) retain a minimum of 80% of core deposits, measured from the financial position at December 31, 2018 and (iii) retain a minimum of 80% of loans, measured from the financial position at December 31, 2018. |
|
B) |
Achievement of the following consolidated performance ratios within desired range: (i) Net interest margin – 3.30% to 3.35%, (ii) Loan to deposit ratio – 105% to 100%, (iii) Pre-tax net income - $8.175 million to $10.0 million and (iv) Non-performing assets to average total assets – 1.45% to 1.25%. |
The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) net income of the Company for calendar year 2018 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of budget; (ii) satisfactory audits as determined by the Board of Directors of the Company after review of findings from regulatory examination reports and applicable audits and reviews; (iii) the Company and Guaranty Bank must maintain capital ratios to meet regulatory “well capitalized” status; and (iv) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2019 for the calendar year 2018.
If the Company terminates the Executive’s employment other than for cause (as defined in Executive’s employment agreement) before the end of the performance year, then the Executive will be eligible for a prorated incentive payment (at target level) except for a change in control of the Company. If the Executive’s employment ends within twelve months following a change in control of the Company, then the Executive will be eligible for an incentive amount computed in accordance with the Executive’s employment agreement.
The Committee may adjust the incentive above or below target (50% of the maximum award) based on achievement of the above measurements and other pertinent factors including, but not limited to, executive’s contribution to the bank’s goals and objective, attitude, teamwork, initiative, interpersonal relationships and adherence to policies. The Committee will also consider the executive’s overall compensation relevant to peer group.
The Board of Directors of the Company retains the right to make the final determination of the bonus payment and amount, if any, and may consider other pertinent facts prior to making an award. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.
Exhibit 10.4
Written Description of
201 8 Executive Incentive Compensation Annual Plan –
Chief Lending Officer
The following is a description of the material terms of the 2018 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to H. Charles Puls, the Company’s Chief Lending Officer (the "Executive"), for 2018:
The Plan will pay a maximum of $90,000 of which one hundred-percent (100%) of the bonus amount will be paid in cash. The Compensation Committee will have discretionary authority to recommend executive incentive payments to the full Board of Directors for 2018. The Committee will consider the following in determining incentive payments:
|
A) |
Satisfactory completion and integration of Hometown Bancshares, Inc. and Hometown Bank: (i) minimum cost savings of 30% for 2018, (ii) retain a minimum of 80% of core deposits, measured from the financial position at December 31, 2018 and (iii) retain a minimum of 80% of loans, measured from the financial position at December 31, 2018. |
|
B) |
Achievement of the following consolidated performance ratios within desired range: (i) Net interest margin – 3.30% to 3.35%, (ii) Loan to deposit ratio – 105% to 100%, (iii) Pre-tax net income - $8.175 million to $10.0 million and (iv) Non-performing assets to average total assets – 1.45% to 1.25%. |
The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) net income of the Company for calendar year 2018 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of budget; (ii) satisfactory audits as determined by the Board of Directors of the Company after review of findings from regulatory examination reports and applicable audits and reviews; (iii) the Company and Guaranty Bank must maintain capital ratios to meet regulatory “well capitalized” status; and (iv) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2019 for the calendar year 2018.
If the Company terminates the Executive’s employment other than for cause (as defined in Executive’s employment agreement) before the end of the performance year, then the Executive will be eligible for a prorated incentive payment (at target level) except for a change in control of the Company. If the Executive’s employment ends within twelve months following a change in control of the Company, then the Executive will be eligible for an incentive amount computed in accordance with the Executive’s employment agreement.
The Committee may adjust the incentive above or below target (50% of the maximum award) based on achievement of the above measurements and other pertinent factors including, but not limited to, executive’s contribution to the bank’s goals and objective, attitude, teamwork, initiative, interpersonal relationships and adherence to policies. The Committee will also consider the executive’s overall compensation relevant to peer group.
The Board of Directors of the Company retains the right to make the final determination of the bonus payment and amount, if any, and may consider other pertinent facts prior to making an award. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.
Exhibit 10.5
Written Description of
201 8 Executive Incentive Compensation Annual Plan –
Chief Credit Officer
The following is a description of the material terms of the 2018 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to Sheri Biser, the Company’s Chief Credit Officer (the "Executive"), for 2018:
The Plan will pay a maximum of $91,500 of which one hundred-percent (100%) of the bonus amount will be paid in cash. The Compensation Committee will have discretionary authority to recommend executive incentive payments to the full Board of Directors for 2018. The Committee will consider the following in determining incentive payments:
|
A) |
Satisfactory completion and integration of Hometown Bancshares, Inc. and Hometown Bank: (i) minimum cost savings of 30% for 2018, (ii) retain a minimum of 80% of core deposits, measured from the financial position at December 31, 2018 and (iii) retain a minimum of 80% of loans, measured from the financial position at December 31, 2018. |
|
B) |
Achievement of the following consolidated performance ratios within desired range: (i) Net interest margin – 3.30% to 3.35%, (ii) Loan to deposit ratio – 105% to 100%, (iii) Pre-tax net income - $8.175 million to $10.0 million and (iv) Non-performing assets to average total assets – 1.45% to 1.25%. |
The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) net income of the Company for calendar year 2018 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of budget; (ii) satisfactory audits as determined by the Board of Directors of the Company after review of findings from regulatory examination reports and applicable audits and reviews; (iii) the Company and Guaranty Bank must maintain capital ratios to meet regulatory “well capitalized” status; and (iv) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2019 for the calendar year 2018.
If the Company terminates the Executive’s employment other than for cause (as defined in Executive’s employment agreement) before the end of the performance year, then the Executive will be eligible for a prorated incentive payment (at target level) except for a change in control of the Company. If the Executive’s employment ends within twelve months following a change in control of the Company, then the Executive will be eligible for an incentive amount computed in accordance with the Executive’s employment agreement.
The Committee may adjust the incentive above or below target (50% of the maximum award) based on achievement of the above measurements and other pertinent factors including, but not limited to, executive’s contribution to the bank’s goals and objective, attitude, teamwork, initiative, interpersonal relationships and adherence to policies. The Committee will also consider the executive’s overall compensation relevant to peer group.
The Board of Directors of the Company retains the right to make the final determination of the bonus payment and amount, if any, and may consider other pertinent facts prior to making an award. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.