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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): May 20, 2026
_______________________________
QCR
Holdings, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| 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 21, 2026, the Company held its Annual Meeting. Of the 16,743,302 shares of common
stock issued and outstanding as of the record date for the Annual Meeting, 14,654,430 shares were represented at the Annual Meeting in
person or by proxy, constituting 87.52% 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. To elect four (4) Class III directors of the Company:
| NOMINEE |
FOR |
WITHHELD |
BROKER N.V. |
| James M. Field |
12,107,359 |
167,164 |
2,379,907 |
| John F. Griesemer |
12,029,894 |
244,629 |
2,379,907 |
| Elizabeth S. Jacobs |
12,067,090 |
207,433 |
2,379,907 |
| Marie Z. Ziegler |
11,711,940 |
562,583 |
2,379,907 |
2. To approve, in a non-binding, advisory vote, the compensation of certain executive
officers, which is referred to as a “say-on-pay” vote:
| FOR |
AGAINST |
ABSTAIN |
BROKER N.V. |
| 11,770,480 |
472,605 |
31,438 |
2,379,907 |
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, 2026:
| FOR |
AGAINST |
ABSTAIN |
| 14,451,766 |
166,762 |
35,902 |
Item 8.01. Other Events.
On May 20, 2026, the Company declared a cash dividend of $0.10 per share of its common
stock. The dividend is payable on July 3, 2026 to stockholders of record on June 18, 2026.
On May 26, 2026, 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.
(d) Exhibits.
| 99.1 |
|
Press Release, dated May 26, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
| |
|
|
| |
|
|
| Date: May 26, 2026 |
By: |
/s/ Nick W. Anderson |
| |
|
Nick W. Anderson |
| |
|
SVP, Chief Financial Officer |
| |
|
|
EXHIBIT 99.1

QCR Holdings, Inc. Announces Annual Meeting Results and a Cash Dividend of $0.10 Per Share
MOLINE, Ill., May 26, 2026 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (NASDAQ: QCRH) (the “Company”) today announced
the election of four Class III directors at the Company’s annual meeting of stockholders held on May 21, 2026. The directors, James
M. Field, John F. Griesemer, Elizabeth S. Jacobs, and Marie Z. Ziegler, were re-elected to three-year terms.
Additionally, on May 20, 2026, the Company’s Board of Directors declared a cash dividend of $0.10 per share payable
on July 3, 2026, to holders of common stock of the Company of record on June 18, 2026.
About Us
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 and Trust Company, based in Bettendorf, Iowa, commenced operations in 1994, Cedar Rapids Bank and 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 Guaranty
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 and Trust Company. The Company has 36 locations in
Iowa, Missouri, and Illinois. As of March 31, 2026, the Company had $9.6 billion in assets, $7.3 billion in loans and $7.8 billion in
deposits. For additional information, please visit the Company’s website at www.qcrh.com.
Contact:
Doug Neumann
VP, Investor Relations
(309) 743-7753
dneumann@qcrh.com