UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 18, 2023
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QCR Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| 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)
(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:
| ☐ | 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 5.07. Submission of Matters to a Vote of Security Holders.
On May 18, 2023, QCR Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of stockholders. Of the 16,841,670 shares of common stock issued and outstanding as of the record date for the meeting, 14,723,047 shares were represented at the meeting in person or by proxy, constituting 87.42% 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 III directors of the Company:
| NOMINEE | | FOR | | WITHHELD | | BROKER N.V. |
| James M. Field | | 12,150,518 | | 95,829 | | 2,476,700 |
| John F. Griesemer | | 12,084,610 | | 161,737 | | 2,476,700 |
| Elizabeth S. Jacobs | | 11,912,021 | | 334,326 | | 2,476,700 |
| Marie Z. Ziegler | | 11,812,835 | | 433,512 | | 2,476,700 |
2. To approve, in a non-binding, advisory vote, the compensation of certain executive officers:
| FOR | | AGAINST | | ABSTAIN | | BROKER N.V. |
| 11,635,282 | | 303,220 | | 24,480 | | 2,476,700 |
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, 2023:
| FOR | | AGAINST | | ABSTAIN | | BROKER N.V. |
| 14,206,531 | | 204,545 | | 28,606 | | -- |
Item 8.01. Other Events.
On May 18, 2023, the Company declared a cash dividend of $0.06 per share of its common stock. The dividend is payable on July 6, 2023 to stockholders of record on June 16, 2023.
On May 19, 2023, the Company issued a press release regarding the annual meeting results 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.
| | QCR Holdings, Inc. |
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| Date: May 19, 2023 | By: | /s/ Todd A. Gipple |
| | | Todd A. Gipple |
| | | President and Chief Financial Officer |
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