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QCRH > SEC Filings for QCRH > Form 8-K on 3-May-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a Vote of Se

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 1, 2013, the board of directors (the "Board") of QCR Holdings, Inc. (the "Company") appointed Michael L. Peterson as a Class III director, pursuant to the Company's obligations under the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 13, 2013, between the Company, QCR Acquisition, LLC and Community National Bancorporation ("CNB"). Mr. Peterson's appointment is subject to, and effective as of, the consummation of the transactions contemplated in the Merger Agreement, expected to occur on or about May 13, 2013, pending approval by CNB's stockholders and the fulfillment of other customary closing conditions.

As with other Class III directors, Mr. Peterson's term will expire at the 2014 annual meeting of stockholders. Mr. Peterson's appointment will fill the vacant seat created by the retirement of Charles M. Peters from the Board effective May 1, 2013. Mr. Peterson is also expected to serve on the Company's Strategic Direction Committee.

Michael L. Peterson is Chairman of CNB and Community National Bank, based in Waterloo, Iowa. Mr. Peterson is also owner and President of Peterson Genetics, Inc., based in Cedar Falls, Iowa, providing soybean genetics to seed companies for over 25 years. Mr. Peterson is a graduate of Iowa State University with a B.S. in Agricultural Business. He is a past President of the Iowa Seed Association, past Chair of the Soybean Division of the American Seed Trade Association and past Chairman of the American Seed Trade Association.

Mr. Peterson will be entitled to receive compensation for his service as a director consistent with the compensation paid to non-employee directors of the Company, as described in the Company's Proxy Statement for the Annual Meeting of Stockholders held on May 1, 2013.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 1, 2013, the Company held its annual meeting of stockholders in Moline, Illinois. Of the 4,936,316 shares of common stock issued and outstanding as of the record date for the meeting, 3,616,698 shares were represented at the meeting in person or by proxy, constituting approximately 73% of the outstanding shares.

Six proposals were presented to the stockholders, and the final results of voting on each of the matters submitted to a vote during the annual meeting are as follows:

1. For the election of four (4) Class II directors of the Company

NOMINEE                   FOR      WITHHELD   BROKER N.V.
Patrick S. Baird       1,998,079    28,982     1,589,637
Larry J. Helling       1,993,507    33,554     1,589,637
Douglas M. Hultquist   1,994,055    33,006     1,589,637
Mark C. Kilmer         1,998,079    28,982     1,589,637

2. To ratify, on an advisory basis, the appointment of Lindsay Y. Corby to the Board

2,000,722 18,089 8,825 1,589,062

3. To approve, in a non-binding, advisory vote the compensation of certain executive officers

1,917,097 85,030 24,933 1,589,638

4. To approve the QCR Holdings, Inc. 2013 Equity Incentive Plan

1,829,431 163,241 34,388 1,589,638

5. To adopt the Amended and Restated Rights Agreement between the Company and Quad City Bank and Trust Company

1,927,957 78,202 20,902 1,589,637

6. To ratify the appointment of McGladrey LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013

3,587,442 21,276 7,980 0.00

Item 8.01. Other Events.

(a) On May 1, 2013, the Company reviewed a presentation at its annual meeting. This presentation is available to view at the Company's website,, and is also attached hereto as Exhibit 99.1.

(b) On May 3, 2013, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1 Annual Meeting Presentation

99.2 Press release dated May 3, 2013

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