QCR HOLDINGS INC
For the period ended May 16, 2024. Filed Apr 8, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 8, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
QCR Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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3551 Seventh Street, Moline, IL 61265
Phone 309.736.3584
Fax 309.736.3149
www.qcrh.com
April 4, 2024
Dear Stockholder:
On behalf of the Board of Directors and management of QCR Holdings, Inc., we cordially invite you to attend the annual meeting of stockholders of QCR Holdings, Inc., to be held virtually on Thursday, May 16, 2024 at 8:00 a.m. local time (the “2024 Annual Meeting”). You will be able to attend the 2024 Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/QCRH2024. You will need to have your 16‐digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or your proxy card (if you received a printed copy of the proxy materials) to join the 2024 Annual Meeting. We are holding the 2024 Annual Meeting online to provide all shareholders equal and ready access to attend the live meeting regardless of their location.
This year we are again using the Securities and Exchange Commission rule that allows us to furnish our proxy statement, 2023 Annual Report and proxy card to stockholders over the internet. This means our stockholders will receive only the Notice containing instructions on how to access the proxy materials over the internet and vote online. If you receive the Notice but would still like to request paper copies of the proxy materials, please follow the instructions on the Notice or on the website referred to on the Notice. By delivering proxy materials electronically to our stockholders, we can reduce the cost of printing and mailing our proxy materials. Please visit www.proxyvote.com for more information about the electronic delivery of proxy materials.
There are a number of proposals to be considered at the 2024 Annual Meeting. Our stockholders will be asked to: (i) elect four persons to serve as Class I directors; (ii) approve, in a non-binding, advisory vote, the compensation of certain executive officers, which is referred to as a “say-on-pay” vote; (iii) recommend, in a non-binding, advisory vote, the frequency with which stockholders will vote on future say-on-pay proposals; (iv) approve the QCR Holdings, Inc. 2024 Equity Incentive Plan; and (v) ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2024.
We recommend that you vote your shares “FOR” each of the director nominees, for the “every year” option relating to the frequency of future say-on-pay proposals, and “FOR” all of the other proposals presented at the 2024 Annual Meeting.
Regardless of whether you plan to attend the 2024 Annual Meeting, you should vote by following the instructions provided on the Notice as soon as possible. This will assure that your shares are represented at the 2024 Annual Meeting.
| Very truly yours, | |
|---|---|
| Marie Z. Ziegler | Larry J. Helling |
| Chair of the Board | Chief Executive Officer |
3551 Seventh Street, Moline, IL 61265
Phone 309.736.3584
Fax 309.736.3149
www.qcrh.com
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2024
To the Stockholders of QCR Holdings, Inc.:
The annual meeting of stockholders of QCR Holdings, Inc., a Delaware corporation, will be held virtually on Thursday, May 16, 2024, at 8:00 a.m., local time (the “2024 Annual Meeting”). You can attend the 2024 Annual Meeting online, vote your shares electronically and submit questions during the webcast. Instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted on our meeting site at www.virtualshareholdermeeting.com/QCRH2024. You will need to have your 16‐digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the 2024 Annual Meeting. The 2024 Annual Meeting will be held for the following purposes:
| 1. | to elect four Class I directors to serve until the regular annual meeting of stockholders in 2027 and until their successors are elected and have qualified; |
| 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; |
| 3. | to recommend, in a non-binding, advisory vote, the frequency with which stockholders will vote on future say-on-pay proposals; |
| 4. | to approve the QCR Holdings, Inc. 2024 Equity Incentive Plan; |
| 5. | to ratify the appointment of RSM US LLP as QCR Holdings, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
| 6. | to transact such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting. |
The Board of Directors has fixed the close of business on March 25, 2024, as the record date for the determination of stockholders entitled to notice of, and to vote at, the 2024 Annual Meeting. In the event there is an insufficient number of votes for a quorum or to approve any of the proposals at the time of the 2024 Annual Meeting, the meeting may be adjourned or postponed in order to permit the further solicitation of proxies.
By order of the Board of Directors,
Deborah M. Neyens
Corporate Secretary
Moline, Illinois
April 4, 2024
TABLE OF CONTENTS
| Page Number | |
|---|---|
| About the 2024 Annual Meeting | 2 |
| Proposal 1: Election of Directors | 7 |
| Nominees and Continuing Directors | 7 |
| Qualifications of our Board Members and Nominees | 8 |
| Corporate Governance and the Board of Directors | 12 |
| General | 12 |
| Committees of the Board of Directors | 12 |
| Consideration of Director Candidates | 14 |
| Board Diversity | 15 |
| Code of Business Conduct and Ethics | 15 |
| Board Leadership Structure | 16 |
| The Board’s Role in Risk Oversight | 16 |
| Environmental, Social and Governance Matters | 17 |
| Share Ownership and Retention Guidelines | 18 |
| Stockholder Communications with the Board, Nomination and Proposal Procedures | 18 |
| Our Executive Management Team | 19 |
| Security Ownership of Certain Beneficial Owners | 20 |
| Executive Compensation | 22 |
| Compensation Discussion and Analysis | 22 |
| Overview and Executive Summary | 22 |
| Objectives of Our Compensation Program | 23 |
| Elements of Compensation | 24 |
| Compensation Process | 27 |
| Analysis of 2023 Compensation | 29 |
| Regulatory Considerations | 32 |
| Insider Trading Policy | 33 |
| Anti-Hedging Policy | 33 |
| Anti-Pledging Policy | 33 |
| Clawback Policy | 33 |
| Share Ownership and Retention Guidelines | 33 |
| Compensation Committee Report | 34 |
| Summary Compensation Table | 35 |
| Grant of Plan-Based Awards | 37 |
| Outstanding Equity Awards at Fiscal Year-End | 38 |
| Option Exercises and Stock Vested in 2023 | 39 |
| Pension Benefits | 39 |
| Potential Payments upon Termination or Change in Control | 40 |
| Compensation Committee Interlocks and Insider Participation | 43 |
| CEO Pay Ratio | 44 |
| Pay Versus Performance | 44 |
| Director Compensation | 48 |
| Cash Compensation | 48 |
| Equity Award Compensation | 49 |
| Proposal 2: Advisory (Non-Binding) Vote to Approve Executive Officer Compensation | 50 |
| Proposal 3: Advisory (Non-Binding) Vote Relating to the Frequency of Future Stockholder Votes on the Compensation of Certain Executive Officers | 51 |
| Proposal 4: Approval of the QCR Holdings, Inc. 2024 Equity Incentive Plan | 52 |
| Proposal 5: Ratification of Selection of Independent Registered Public Accounting Firm | 59 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 60 |
| Transactions with Management and Directors | 60 |
| Audit Committee Report | 60 |
PROXY STATEMENT
QCR Holdings, Inc., a Delaware corporation (“QCR Holdings”), is the holding company for Quad City Bank and Trust Company, Cedar Rapids Bank and Trust Company, Community State Bank and Guaranty Bank. Quad City Bank and Trust is an Iowa state bank located in Bettendorf and Davenport, Iowa and in Moline, Illinois. Quad City Bank and Trust owns m2 Equipment Finance, LLC, a Wisconsin limited liability company based in Milwaukee, Wisconsin, which is engaged in the business of leasing machinery and equipment to businesses under direct financing lease contracts. Cedar Rapids Bank and Trust is an Iowa state bank located in Cedar Rapids, Cedar Falls and Waterloo, Iowa, serving the Cedar Falls and Waterloo communities through its division, Community Bank & Trust. Community State Bank is an Iowa state bank located in Ankeny, Iowa and five other cities throughout the greater Des Moines area. Guaranty Bank is a Missouri state bank located in Springfield, Missouri and the southwest Missouri markets. When we refer to our “subsidiary banks” in this proxy statement, we are collectively referring to Quad City Bank and Trust, Cedar Rapids Bank and Trust, Community State Bank and Guaranty Bank. When we refer to our “subsidiaries” in this proxy statement, we are collectively referring to our subsidiary banks, as well as our other subsidiaries.
This proxy statement is being furnished in connection with the solicitation by the Board of Directors of QCR Holdings of proxies to be voted at the annual meeting of stockholders (the “2024 Annual Meeting”) to be held virtually on Thursday, May 16, 2024, at 8:00 a.m., local time, and at any adjournments or postponements of the meeting. This proxy statement and the accompanying form of proxy are first being transmitted or delivered to stockholders of QCR Holdings on or about April 4, 2024, together with our 2023 Annual Report to stockholders.
**About the 2024 Annual Meeting
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.