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): January 28, 2010
Guaranty
Federal Bancshares, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
43-1792717
(I.R.S.
employer identification number)
0-23325
(Commission
file number)
1341
West Battlefield
Springfield,
Missouri 65807
(Address
of principal executive offices and zip code)
Registrant's
telephone number, including area code: (417) 520-4333
Not
applicable
(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.):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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INCLUDED
INFORMATION
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) On
January 28, 2010, the compensation committee of the Board of Directors (the
"Compensation Committee") of Guaranty Federal Bancshares, Inc. (the “Company”)
approved a short term bonus plan with respect to the bonus payable to Carter
Peters, the Company’s Chief Financial Officer and Chief Operating Officer, for
2010. Pursuant to this plan, a maximum amount of $50,000 will be paid
to Mr. Peters, with the amount of bonus being based on three possible levels of
incentive awards: threshold (25%); target (50%); and maximum
(100%). For any amount to be paid under this plan, the threshold
level of performance must be achieved. The five performance
measurements of the Company (and the weight given to each measurement)
applicable to each award level are as follows: (i) revenue growth (20%); (ii)
net interest margin (20%); (iii) overhead ratio (20%); (iv) pre-tax net income
(20%); and (v) non-core funding dependence (20%). Certain criteria,
however, must be satisfied before an award is paid under this
plan. The foregoing description is qualified in its entirety by the
written description of the 2010 Executive Incentive Compensation Annual Plan –
Chief Financial Officer and Chief Operating Officer, a copy of which is attached
hereto as Exhibit 10.1.
On
January 28, 2010, the Compensation Committee also approved a short term bonus
plan with respect to the bonus payable to Mike Mattson, the Company’s Chief
Lending Officer, for 2010. Pursuant to this plan, a maximum amount of
$50,000 will be paid to Mr. Mattson, with the amount of bonus being based on
three possible levels of incentive awards: threshold (25%); target (50%); and
maximum (100%). For any amount to be paid under this plan, the
threshold level of performance must be achieved. The six performance
measurements of the Company (and the weight given to each measurement)
applicable to each award level are as follows: (i) revenue growth (10%); (ii)
yield on loans (20%); (iii) pre-tax net income (10%); (iv) delinquency ratio
(20%); (v) adversely classified assets to capital and allowance for loan losses
(20%); and (vi) net charge-offs (20%). Certain criteria, however,
must be satisfied before an award is paid under this plan. The
foregoing description is qualified in its entirety by the written description of
the 2010 Executive Incentive Compensation Annual Plan – Chief Lending Officer, a
copy of which is attached hereto as Exhibit 10.2.
On
January 28, 2010, the Compensation Committee also approved a short term bonus
plan with respect to the bonus payable to Sheri Biser, the Company’s Chief
Credit Officer, for 2010. Pursuant to this plan, a maximum amount of
$40,000 will be paid to Ms. Biser, with the amount of bonus being based on three
possible levels of incentive awards: threshold (25%); target (50%); and maximum
(100%). For any amount to be paid under this plan, the threshold
level of performance must be achieved. The six performance
measurements of the Company (and the weight given to each measurement)
applicable to each award level are as follows: (i) revenue growth (10%); (ii)
yield on loans (20%); (iii) pre-tax net income (10%); (iv) regulatory adverse
risk rating changes (20%); (v) adversely classified assets to capital and
allowance for loan losses (20%); and (vi) net charge-offs
(20%). Certain criteria, however, must be satisfied before an award
is paid under this plan. The foregoing description is qualified in
its entirety by the written description of the 2010 Executive Incentive
Compensation Annual Plan – Chief Credit Officer, a copy of which is attached
hereto as Exhibit 10.3.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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Written
Description of 2010 Executive Incentive Compensation Annual Plan - Chief
Financial Officer and Chief Operating
Officer
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Written
Description of 2010 Executive Incentive Compensation Annual Plan - Chief
Lending Officer
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Written Description of 2010 Executive Incentive Compensation Annual
Plan - Chief Credit Officer
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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.
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Guaranty
Federal Bancshares, Inc.
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By:
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/s/ Shaun A. Burke
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Shaun
A. Burke
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President
and Chief Executive Officer
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Date:
February 2, 2010