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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 18, 2023

 

QCR HOLDINGS, INC.

(Exact name of registrant as specified in charter)

 

Commission File Number: 0-22208

 

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 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, $1.000 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Principal Operating Officer

 

On May 18, 2023, the Board of Directors of QCR Holdings, Inc. (the “Company”) appointed Reba K. Winter as Executive Vice President and Chief Operating Officer of the Company, effective May 18, 2023. In this role, Ms. Winter, age 61, will serve as principal operating officer for the Company. Ms. Winter has served as the Company’s Executive Vice President and Chief Information Officers since July 2019 until her appointment as Chief Operating Officer. From 2016 through June 2019, she served as Vice President, Business Applications and User Experience, for Qualcomm, a global semiconductor company. Prior to Qualcomm, Ms. Winter spent 26 years at Rockwell Collins in Cedar Rapids, Iowa. She holds a Bachelor of Arts in Chemistry from Coe College and a Master of Business Administration from the University of Iowa.

 

Ms. Winter does not have a direct or indirect material interest in any transaction with the Company or its subsidiaries required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Winter and any other person pursuant to which she was selected for her newly-appointed position, nor are there any family relationships between Ms. Winter and the executive officers or directors of the Company.

 

Todd A. Gipple, who previously held the role of Chief Operating Officer of the Company, will continue as the Company’s President and Chief Financial Officer.

 

Item 7.01. Regulation FD Disclosure.

 

On May 18, 2023, the Company issued a press release announcing Reba K. Winter as Executive Vice President and Chief Operating Officer of the Company. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.

 

The information contained in Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press Release dated May 18, 2023.
101 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


 

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.

 

Date: May 18, 2023 QCR HOLDINGS, INC.
   
By:  /s/ Todd A. Gipple
  Name: Todd A. Gipple
  Title:  President and Chief Financial Officer

 

 

EX-99.1 2 tm2316238d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

PRESS RELEASE   FOR IMMEDIATE RELEASE

 

QCR Holdings, Inc. Announces Promotion of Reba Winter to Chief Operating Officer

 

Moline, IL, May 18, 2023 – QCR Holdings, Inc. (NASDAQ: QCRH) (the “Company”) today announced that Chief Information Officer (“CIO”), Reba Winter, has been promoted to Chief Operating Officer (“COO”) of the Company.

 

“We are pleased to announce that we have promoted Reba Winter to Chief Operating Officer of the Company,” said Larry J. Helling, Chief Executive Officer. “In her prior role as Chief Information Officer, Reba has led our Company through several very successful projects, including the integration and conversion of our recent acquisition of Guaranty Bank. Reba has also demonstrated a deep understanding of the intersection of technology and operations and their impact on how we serve our clients.”

 

In her new role, Ms. Winter will continue to report to Todd Gipple, President and Chief Financial Officer of the Company.

 

“Reba’s promotion to COO is a reflection of her incredibly strong performance as CIO and our desire to better align and integrate our Technology and Operations teams,“ said Mr. Gipple. “She will lead our newly created TechOps Group that combines our Information Technology, Loan Operations, and Deposit Operations units as we harness the synergy of expertise and knowledge this combination creates. This alignment and Reba’s talent and leadership will continue our focus on exceptional client service while positioning us for further digitization through process automation and new technologies.”

 

Prior to joining the Company in June 2019, Ms. Winter was the Vice President of Enterprise Applications and User Experience at Qualcomm, a global semiconductor company. Prior to Qualcomm, she spent 26 years at Rockwell Collins in Cedar Rapids, with increasing leadership responsibilities in technology and operations. She holds a Bachelor of Arts, Chemistry from Coe College and a Master of Business Administration from the University of Iowa.

 

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 & 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, Springfield First Community Bank, based in Springfield, Missouri, was acquired by the Company in 2018, and Guaranty Bank, also based in Springfield, Missouri, was acquired by the Company and merged with Springfield First Community Bank on April 1, 2022, with the combined entity operating under the Guaranty Bank name. 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 36 locations in Iowa, Missouri, Wisconsin, and Illinois. As of March 31, 2023, the Company had $8.0 billion in assets, $6.2 billion in loans, and $6.5 billion in deposits. For additional information, please visit the Company’s website at www.qcrh.com.

 

 


 

Special Note Concerning Forward-Looking Statements. This document contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “bode”, “predict,” “suggest,” “project”, “appear,” “plan,” “intend,” “estimate,” ”annualize,” “may,” “will,” “would,” “could,” “should,” “likely,” “might,” “potential,” “continue,” “annualized,” “target,” “outlook,” as well as the negative forms of those words, or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

 

A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the local, state, national and international economies(including effects of inflationary pressures and supply chain constraints); (ii) the economic impact of any future terrorist threats and attacks, widespread disease or pandemics (including the COVID-19 pandemic in the United States), acts of war or other threats thereof (including the Russian invasion of Ukraine), or other adverse external events that could cause economic deterioration or instability in credit markets, and the response of the local, state and national governments to any such adverse external events; (iii) changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies, the FASB or the PCAOB; (iv) changes in local, state and federal laws, regulations and governmental policies concerning the Company’s general business and any changes in response to the recent failures of other banks; (v) changes in interest rates and prepayment rates of the Company’s assets (including the impact of LIBOR phase-out); (vi) increased competition in the financial services sector, including from non-bank competitors such as credit unions and “fintech” companies, and the inability to attract new customers; (vii) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (viii) unexpected results of acquisitions, which may include failure to realize the anticipated benefits of acquisitions and the possibility that transaction costs may be greater than anticipated; (ix) the loss of key executives or employees; (x) changes in consumer spending; (xi) unexpected outcomes of existing or new litigation involving the Company; (xii) the economic impact of exceptional weather occurrences such as tornadoes, floods and blizzards; (xiii) fluctuations in the value of securities held in our securities portfolio; (xiv) concentrations within our loan portfolio, large loans to certain borrowers, and large deposits from certain clients; (xv) the concentration of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversity their exposure; (xvi) the level of non-performing assets on our balance sheets; (xvii) interruptions involving our information technology and communications systems or third-party servicers; (xviii) breaches or failures of our information security controls or cybersecurity-related incidents, and (ix) the ability of the Company to manage the risks associated with the foregoing as well as anticipated. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.

 

Contact

Todd A. Gipple

President

Chief Financial Officer

(309) 743-7745

tgipple@qcrh.com

 

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