At the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of QCR Holdings, Inc. (the “Company”) held on May 16, 2024, the Company’s stockholders approved the QCR Holdings, Inc. 2024 Equity Incentive Plan (the “2024 Equity Plan”). The 2024 Equity Plan was adopted by the Board of Directors of the Company on February 21, 2024, subject to approval of our stockholders. Upon approval, the 2024 Equity Plan replaced the QCR Holdings, Inc. 2016 Equity Incentive Plan. The 2024 Equity Plan will be administered by the Compensation Committee, which has the authority to select award recipients from the eligible participants, determine the types of awards to be granted, and determine the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards, including any vesting or accelerated vesting requirements or conditions applicable to an award or awards.

Subject to permitted adjustments for certain corporate transactions and forfeited shares, the maximum number of shares that may be delivered to participants, or their beneficiaries, under the 2024 Equity Plan is 600,000 shares of the Company’s common stock.

The foregoing description of the 2024 Equity Plan does not purport to be complete and is qualified in its entirety by the text of the 2024 Equity Plan, which was filed as Appendix A to the Company’s Definitive Proxy Statement dated April 4, 2024, and is incorporated herein by reference.

On May 16, 2024, the Company held its Annual Meeting. Of the 16,799,764 shares of common stock issued and outstanding as of the record date for the Annual Meeting, 14,826,727 shares were represented at the Annual Meeting in person or by proxy, constituting 88.26% of the outstanding shares.

Five 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 I directors of the Company:

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 the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:  

On May 15, 2024, the Company declared a cash dividend of $0.06 per share of its common stock. The dividend is payable on July 3, 2024 to stockholders of record on June 14, 2024.

On May 17, 2024, 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.

(d) Exhibits.