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
StreetNew York, NY 10005Banks and Brokers Call Collect: (212)
269-5550All Others Please Call Toll-Free: (800) 769-4414Email:
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 $6.1 billion in assets, $4.7 billion in loans and
$4.9 billion in deposits. For additional information, please visit
the Company’s website at www.qcrh.com.
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 Officer2144 E. Republic Road, Suite F200Springfield, MO
658041.833.875.2492
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