Form 8-K
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): December 20, 2007
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.):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting material 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))
INCLUDED INFORMATION
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 20, 2007, the compensation committee of the Board of Directors of
Guaranty Federal Bancshares, Inc. (the "Company") approved a short term bonus
plan with respect to the bonus payable to Shaun Burke, the Company's President
and Chief Executive Officer, for 2008. Pursuant to this plan, a maximum amount
of $120,000 will be paid to Mr. Burke, 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 four performance measurements of the
Company (and the weight given to each measurement) applicable to each award
level are as follows: (i) net income (30%); (ii) asset growth (30%); (iii)
return on average equity (20%); and (iv) return on average assets (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 2008 Executive Incentive Compensation Annual Plan - President
and Chief Executive Officer, a copy of which is attached hereto as Exhibit
10.21.
On December 20, 2007, the compensation committee of the Board of Directors of
the Company also 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 2008. 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) full compliance with the Sarbanes-Oxley Act of 2002 (40%); (ii) net
income (18%); (iii) asset growth (18%); (iv) return on average equity (12%); and
(v) return on average assets (12%). 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 2008 Executive Incentive
Compensation Annual Plan - Chief Financial Officer and Chief Operating Officer,
a copy of which is attached hereto as Exhibit 10.22.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.21 Written Description of 2008 Executive Incentive Compensation Annual
Plan - President and Chief Executive Officer
10.22 Written Description of 2008 Executive Incentive Compensation Annual
Plan - Chief Financial Officer and Chief Operating Officer
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: December 27, 2007