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) September 10, 2018

 

QCR Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Commission File Number:  000-22208

 

Delaware 42-1397595
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification Number)

 

3551 Seventh Street

Moline, Illinois 61265

(Address of principal executive offices, including 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 (see General Instruction A.2 below):

 

[ ]   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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.

 

As previously announced, on August 31, 2018 Ronald Nagel transitioned from his position as Chief Executive Officer of Community State Bank, a wholly owned bank subsidiary of QCR Holdings, Inc. (the “Company”), to an advisory role serving Community State Bank and its clients. In connection with this transition, on September 10, 2018, the Company and Mr. Nagel entered into an amendment to that certain Employment Agreement, dated May 23, 2016, between the Company and Mr. Nagel (the “Amendment”).

 

Pursuant to the Amendment, Mr. Nagel’s 2019 base salary was adjusted to reflect his advisory role going forward, as well as he will be eligible to elect to defer up to 50% of his compensation during the 2019 calendar year. In addition, Mr. Nagel will receive a guaranteed bonus in early 2019 and other perquisites.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits. 
   
10.1First Amendment of Employment Agreement between QCR Holdings, Inc. and Ronald Nagel, dated September 10, 2018.

 

 

 

 

 

 

SIGNATURES

 

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.
       
       
Dated:  September 13, 2018 By:  /s/ Douglas M. Hultquist  
    Douglas M. Hultquist  
    President and Chief Executive Officer