Guaranty Federal Bancshares, Inc. Announces Stockholder Vote Results and Election Deadline Reminder
Guaranty Federal Bancshares, Inc. (NASDAQ: GFED) held a stockholder meeting on March 21, 2022, to vote on the proposed merger with QCR Holdings, Inc. Stockholders overwhelmingly approved the merger agreement, with 2,529,120 votes For and 70,550 votes Against. Additionally, they approved an advisory vote on executive compensation related to the merger, with 1,915,511 votes For. GFED reminded stockholders of the election deadline for merger consideration, set for March 25, 2022, at 5:00 p.m. Central Time, which may be extended. Shareholders are encouraged to contact D.F. King & Co., Inc. for questions regarding the election process.
- Merger with QCR approved by 2,529,120 votes For.
- Strong support for executive compensation proposal with 1,915,511 votes For.
- Stockholders reminded of election deadline for merger consideration.
- None.
SPRINGFIELD, Mo., March 22, 2022 (GLOBE NEWSWIRE) -- A special meeting of the stockholders of Guaranty Federal Bancshares, Inc. (NASDAQ: GFED) (the “Company” or “GFED”) was held on March 21, 2022 at 4:00 p.m. Central Time at the Company’s Springfield, Missouri headquarters to, among other things, vote upon the previously announced definitive merger agreement entered into between the Company and QCR Holdings, Inc. (“QCR”). The results of the stockholder vote were 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, 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 |
IMPORTANT REMINDER REGARDING FORM OF CONSIDERATION ELECTION DEADLINE
GFED also reminds stockholders of the election deadline of 5:00 p.m., Central Time, on March 25, 2022 (the “Election Deadline”) for stockholders of GFED to elect the form of consideration they wish to receive for their shares of GFED common stock in connection with the Merger. The Election Deadline may be extended, in which case QCR and GFED will issue a press release announcing the new election deadline.
HOW TO COMPLETE ELECTION
Stockholders of GFED who have any questions about how to make an election regarding their merger consideration should contact the information agent for the election process, D.F. King & Co., Inc., as follows:
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Please Call Toll-Free: (800) 769-4414
Email: gfed@dfking.com
ABOUT QCR HOLDINGS, INC.
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 offers equipment loans and leases to businesses through its wholly-owned subsidiary, m2 Equipment Finance, LLC, based in Milwaukee, Wisconsin, and also provides correspondent banking services. The Company has 24 locations in Iowa, Missouri, Wisconsin and Illinois. As of December 31, 2021, the Company had approximately
ABOUT GUARANTY FEDERAL BANCSHARES, INC.
Guaranty Federal Bancshares, Inc. (NASDAQ: GFED) has a subsidiary corporation offering full banking services. The principal subsidiary, Guaranty Bank, is headquartered in Springfield, Missouri, and has 16 full-service branches in Greene, Christian, Jasper and Newton Counties and a Loan Production Office in Webster County. Guaranty Bank is a member of the MoneyPass ATM network which provides its customers surcharge free access to over 37,000 ATMs nationwide. For more information visit the Guaranty Bank website: www.gbankmo.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but rather statements based on GFED’s and QCR’s current expectations regarding its business strategies and its intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to GFED’s or QCR’s actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation GFED’s and QCR’s inability to consummate the Merger (including due to any failure to satisfy the conditions set forth in the Merger Agreement); failure to integrate GFED and Guaranty Bank with QCR in accordance with expectations; deviations from performance expectations related to GFED and Guaranty Bank; general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; competitive conditions in the banking markets served by GFED’s and QCR’s respective subsidiaries; the adequacy of the allowance for losses on loans and the level of future provisions for losses on loans; and other factors disclosed periodically in GFED’s and QCR’s respective filings with the Securities and Exchange Commission (the “SEC”). GFED and QCR provide further detail regarding these risks and uncertainties in their respective latest Form 10-Ks and subsequent Form 10-Qs filed with the SEC, including in the respective risk factors sections of such reports, as well as in subsequent SEC filings.
Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this release or made elsewhere from time to time by GFED, QCR or on GFED’s or QCR’s behalf, respectively. Forward-looking statements speak only as of the date made, and neither GFED nor QCR assumes any duty and does not undertake to update forward-looking statements.
Contact:
Shaun A. Burke, President and Chief Executive Officer
2144 E. Republic Road, Suite F200
Springfield, MO 65804
1.833.875.2492
FAQ
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