Item 5.07 Submission of Matters to a Vote of Securities Holders.
On March 21, 2022, Guaranty Federal Bancshares, Inc. (the "Company") held a
special meeting of stockholders (the "Special Meeting"). At the Special Meeting,
2,608,472 shares of common stock, or approximately 59.5% of the total eligible
voting shares, which represented a quorum, were represented at the Special
Meeting in person or by proxy and voted on the proposals presented at the
Special Meeting as follows:
Proposal One - Adoption of the Merger Agreement
The first proposal (the "Merger Proposal") was to approve the adoption of the
Agreement and Plan of Merger, dated as of November 9, 2021 (the "Merger
Agreement"), between the Company and QCR Holdings, Inc. ("QCR"), pursuant to
which the Company will merge with and into QCR (the "Merger"), and the
transactions contemplated therein. The Company's stockholders approved the
Merger Proposal by the following votes:
Votes For Votes Against Abstentions
2,529,120 70,550 8,802
Proposal Two - Advisory Vote on Executive Compensation
The second proposal (the "Compensation Proposal") was to approve, on a
non-binding, advisory basis, the compensation that may be paid or become payable
to the Company's named executive officers that is based on or otherwise relates
to the Merger. The Company's stockholders approved, by a non-binding advisory
vote, the Compensation Proposal by the following votes:
Votes For Votes Against Abstentions
1,915,511 665,772 27,189
Proposal Three - Adjournment Proposal
The third proposal (the "Adjournment Proposal") was to approve the adjournment
of the Special Meeting to permit further solicitation in the event that an
insufficient number of votes are cast to approve the Merger Agreement and the
transactions contemplated therein (including the Merger). However, the
Adjournment Proposal was rendered moot due to the approval of the Merger
Proposal, and no vote was held.
Item 8.01 Other Events.
On March 22, 2022, the Company issued a press release announcing the final
voting results of the Special Meeting, as well announcing the election deadline,
March 25, 2022, for the Company's stockholders to complete the election form
previously mailed to the stockholders, pursuant to which the stockholders may
elect to receive, as consideration in the Merger with respect to each share of
common stock of the Company owned by such stockholder, (i) $30.50 in cash, (ii)
0.58775 shares of QCR common stock, or (iii) mixed consideration of $6.10 in
cash and 0.4702 shares of QCR common stock, subject to certain adjustments, with
total consideration to consist of 80% stock and 20% cash, as further described
in the Merger Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release of Guaranty Federal Bancshares, Inc. dated March 22, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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