On May 23, 2012, Guaranty Federal Bancshares, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Meeting"). At the Meeting, stockholders considered the election of directors, the Company's executive compensation practices and the ratification of the appointment of the Company's independent registered public accountants. Of the shares of common stock outstanding as of the record date for the Meeting, 72.0% were present in person or by proxy. The final results of voting on each of the matters submitted to a vote of the Company's stockholders at the Meeting are as follows:

Number of Shares Withheld Broker For or Against Abstained Non-Votes

The
election
of three
Directors
for a
1. three year term.

Nominee
Shaun A.
Burke 998,028 163,352 - 799,966 James R.
Batten 998,003 163,377 - 799,966 Kurt D.
Hellweg 997,722 163,658 - 799,966

The vote required to elect a Director was a plurality of the votes of the shares of the Company entitled to vote on the the election of Directors. Accordingly, each Director up for re-election was duly elected for a three-year term.

   Advisory,
   non-binding,
   approval of
2. executive
   compensation.    960,186    186,725     14,469    799,966

   Ratification
   of the
   appointment
3. of BKD, LLP
   as the
   Company's
   independent
   registered
   public
   accounting
   firm for the
   fiscal year
   ending
   December 31,
   2012.           1,844,661    30,325     86,360       -

The vote required to approve each of proposals 2 and 3 was the affirmative vote of a majority of the votes cast on each such proposal. Accordingly, each of proposals 2 and 3 was approved.