Form 8-K/A date of report 05-27-20 true 0001046203 0001046203 2020-05-27 2020-05-27
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
 
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 27, 2020
 
Guaranty Federal Bancshares, Inc.
(Exact name of registrant as specified in its charter)
                    
Delaware 0-23325 43-1792717
(State or other jurisdiction of incorporation) (Commission file number) (IRS Employer Identification No.)
                    
2144 E Republic Road, Suite F200
Springfield, Missouri 65804
(Address of principal executive offices and zip code)
 
Registrant's telephone number, including area code: (833) 875-2492
Not applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. to Form 8-K):
 
☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting materials 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, Par Value $0.10 per share
GFED
NASDAQ Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Act of 1934.
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period of complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
 
 
 
 
EXPLANATORY NOTE
 
This current report on Form 8-K/A (the “Amendment”) amends the current report on Form 8-K filed by Guaranty Federal Bancshares, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Original Form 8-K”) on May 28, 2020. The Original Form 8-K reported the final voting results of the Company’s 2020 Annual Meeting of Stockholders held on May 27, 2020 (the “2020 Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers (“say on pay”). No other changes have been made to the Original Form 8-K.
 
Item 5.07. Submission of Matters to a Vote of Security Holders
 
As previously reported in the Original Form 8-K, in a non-binding advisory vote on the frequency of future say on pay votes held at the 2020 Annual Meeting, 2,538,069 shares voted for one year, 52,405 shares voted for two years, 340,946 voted for three years, 12,557 shares abstained and there were 911,464 broker non-votes. The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s board of directors in the proxy statement for the 2020 Annual Meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes, which is required to occur no later than the Company’s 2026 Annual Meeting of Stockholders.
 
 
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.
 
 
Guaranty Federal Bancshares, Inc.
 
By: /s/ Shaun A. Burke
Shaun A. Burke
President and Chief Executive Officer
Date: September 25, 2020
 
 
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