Form 8-K - Current report

 

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):  August 21, 2024

_______________________________

QCR Holdings, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	000-22208	42-1397595
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3551 Seventh Street

Moline, Illinois 61265

(Address of Principal Executive Offices) (Zip Code)

[phone]

(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:

☐	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, $1.00 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.

Appointment of James R. Batten and Amy L. Reasner to the Board of Directors

On August 21, 2024, upon the recommendation of the Nomination and Governance Committee, the board of directors (the “Board”) of QCR Holdings, Inc. (“QCR Holdings”) increased the number of directors constituting the Board from 11 to 13 to include an additional Class I director and an additional Class II director and appointed James R. Batten and Amy L. Reasner to fill the resultant vacancies, with such appointments effective August 21, 2024.

Mr. Batten is appointed as a Class I director of the Company. As with other Class I directors, Mr. Batten’s initial term will expire at the 2027 annual meeting of shareholders. Mr. Batten is appointed to the Audit and Risk Oversight Committees of the Board.

Ms. Reasner is appointed as a Class II director of the Company. As with other Class II directors, Ms. Reasner’s initial term will expire at the 2025 annual meeting of shareholders. Ms. Reasner is appointed to the Compensation and Nomination and Governance Committees of the Board.

Mr. Batten and Ms. Reasner will be entitled to receive compensation consistent with the previously disclosed arrangements for non-employee directors as described in QCR Holdings’ proxy statement for its 2024 annual meeting of stockholders filed on April 8, 2024. Neither Mr. Batten nor Ms. Reasner are parties to any transaction, or series of transactions, with QCR Holdings required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Batten or Ms. Reasner and any other person pursuant to which Mr. Batten or Ms. Resner were selected as directors

Item 8.01. Other Events.

On August 21, 2024, the Company declared a cash dividend of $0.06 per share of its common stock. The dividend is payable on October 2, 2024 to stockholders of record on September 13, 2024.

On August 23, 2024, the Company issued a press release announcing the appointments of Mr. Batten and Ms. Reasner and the declaration 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.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated August 23, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

	QCR Holdings, Inc.
Date: August 23, 2024	By:	/s/ Todd A. Gipple
		Todd A. Gipple
		President and Chief Financial Officer

 

EXHIBIT 99.1

QCR Holdings, Inc. Welcomes New Directors and Announces a Cash Dividend of $0.06 Per Share

MOLINE, Ill., Aug. 23, 2024 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (NASDAQ: QCRH) (the “Company”) today announced the appointment of James R. Batten and Amy L. Reasner to the Company’s Board of Directors, increasing the Board from 11 to 13 members. The appointments were effective August 21, 2024.

“Both Jim and Amy bring a strong background and expertise that complements the composition and experience of our board,” said Larry Helling, Chief Executive Officer. “They also have deep commitments and close ties to the markets that we serve.”

Mr. Batten currently serves as Chair of the Board of Directors of Guaranty Bank and previously served as Chair of the Board of Directors of Guaranty Federated Bancshares, Inc., prior to its acquisition by QCR Holdings. He currently serves as President of H2D2, LLC, a family office. His past positions include Chief Financial Officer for International Dehydrated Foods, a privately-held ingredients manufacturer for the food industry, and O’Reilly Automotive, Inc., a publicly traded auto parts retailer headquartered in Springfield, Missouri. Among his numerous community roles, Batten is a member of the boards of AG Financial Solutions and Foundation Capital Resources and previously served on the boards of the Springfield Area Chamber of Commerce, Big Brothers Big Sisters of the Ozarks, and New Covenant Academy.

Ms. Reasner currently serves on the Board of Directors of Cedar Rapids Bank and Trust Company. She currently serves as President for Lynch Dallas, P.C., a general practice law firm located in Cedar Rapids, Iowa. Ms. Reasner’s general practice includes labor and employment law, insurance defense, and internal investigations, representing a wide range of clients, including insurance companies, businesses, municipalities, and school districts. She is the former Chair of the Iowa Department of Transportation, a former Board Member of the Iowa Finance Authority, and current Vice President of Willis Dady Homeless Services, among several other community roles.

Additionally, on August 21, 2024, the Company’s Board of Directors declared a cash dividend of $0.06 per share payable on October 2, 2024, to holders of common stock of the Company of record on September 13, 2024.

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, Springfield First Community Bank, based in Springfield, Missouri, was acquired by the Company in 2018, and Guaranty Bank, also based in Springfield, Missouri, was acquired by the Company and merged with Springfield First Community Bank in 2022, with the combined entity operating under the Guaranty Bank name. 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 offers equipment loans and leases to businesses through its wholly owned subsidiary, m2 Equipment Finance, LLC, based in Waukesha, Wisconsin, and also provides correspondent banking services. The Company has 36 locations in Iowa, Missouri, Wisconsin and Illinois. As of June 30, 2024, the Company had $8.9 billion in assets, $6.9 billion in loans and $6.8 billion in deposits. For additional information, please visit the Company’s website at www.qcrh.com.

Contact:
Todd A. Gipple
President
Chief Financial Officer
[phone]
[e-mail]

Cover	Aug. 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 21, 2024
Entity File Number	000-22208
Entity Registrant Name	QCR Holdings, Inc.
Entity Central Index Key	0000906465
Entity Tax Identification Number	42-1397595
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3551 Seventh Street
Entity Address, City or Town	Moline
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	61265
City Area Code	309
Local Phone Number	736-3584
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 Par Value
Trading Symbol	QCRH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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