-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KEOEP45d1cut1063pdPL9ag76+kgF7aH05z562I9RVM1rVq07mGCxCu5goyvktfr vdogp+4OaRIKJhjFkqzumw== 0000922907-07-000836.txt : 20071227 0000922907-07-000836.hdr.sgml : 20071227 20071227152605 ACCESSION NUMBER: 0000922907-07-000836 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071220 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071227 DATE AS OF CHANGE: 20071227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GUARANTY FEDERAL BANCSHARES INC CENTRAL INDEX KEY: 0001046203 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 431792717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23325 FILM NUMBER: 071329012 BUSINESS ADDRESS: STREET 1: 1341 WEST BATTLEFIELD CITY: SPRINGFIELD STATE: MO ZIP: 65807 BUSINESS PHONE: 4175204333 MAIL ADDRESS: STREET 1: 1341 WEST BATTLEFIELD CITY: SPRINGFIELD STATE: MO ZIP: 65807 8-K 1 form8k_122707.htm 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






EX-10 2 form8k_122707exh1021.htm EXHIBIT 10.21 Exhibit 10.21

                                                                   Exhibit 10.21

                             Written Description of
               2008 Executive Incentive Compensation Annual Plan -
                      President and Chief Executive Officer

The  following  is a  description  of the material  terms of the 2008  Executive
Incentive  Compensation  Annual  Plan  (the  "Plan")  that  was  adopted  by the
compensation committee of the Board of Directors of Guaranty Federal Bancshares,
Inc.  (the  "Company")  with respect to the bonus  payable to Shaun  Burke,  the
Company's President and Chief Executive Officer, for 2008:

The Plan will pay a maximum  of  $120,000.  There are three  possible  levels of
incentive  awards:  threshold (25%);  target (50%); and maximum (100%).  For any
bonus amount to be paid, the threshold  level of  performance  must be achieved.
The bonus  amount  will be prorated  for  performance  achievements  between the
threshold and target levels and between the target and maximum levels.  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%).  The  following  criteria must all be satisfied
before an award is paid  under the Plan:  (i) net  income of the  Company  of at
least 80% of approved  budget;  (ii)  satisfactory  audits as  determined by the
Board of  Directors  of the Company  including  but not limited to a CAMELS Bank
Examination Rating of 2 or better;  (iii) no restatement of income for any prior
period  previously  released;  and  (iv)  satisfactory   performance  appraisal,
actively  employed by Guaranty  Bank, and in good standing at the time the bonus
is  paid.  If there  is an  extraordinary  event  or item  that is  outside  the
executive's control and his performance  otherwise met and exceeded expectations
for the intent of the performance  measure and award level, as determined solely
by the  compensation  committee of the Board of  Directors  of the Company,  the
compensation  committee may recommend to the Board of Directors an adjustment to
fairly compensate,  provide an incentive to continue  excellent  performance and
retain the executive under this Plan.




EX-10 3 form8k_122707exh1022.htm EXHIBIT 10.22 Form 8-K


                                                                 Exhibit 10.22

                             Written Description of
               2008 Executive Incentive Compensation Annual Plan -
               Chief Financial Officer and Chief Operating Officer

The  following  is a  description  of the material  terms of the 2008  Executive
Incentive  Compensation  Annual  Plan  (the  "Plan")  that  was  adopted  by the
compensation committee of the Board of Directors of Guaranty Federal Bancshares,
Inc. (the  "Company")  with respect to the bonus payable to Carter  Peters,  the
Company's Chief Financial Officer and Chief Operating Officer, for 2008:

The Plan will pay a maximum  of  $50,000.  There  are three  possible  levels of
incentive  awards:  threshold (25%);  target (50%); and maximum (100%).  For any
bonus amount to be paid, the threshold  level of  performance  must be achieved.
The bonus  amount  will be prorated  for  performance  achievements  between the
threshold  and target levels and between the target and maximum  levels  (except
with  respect  to the  performance  measurement  for  full  compliance  with the
Sarbanes-Oxley   Act  of  2002  as  described   below).   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%).  The  following  criteria  must all be satisfied  before an award is paid
under  the  Plan:  (i) net  income of the  Company  of at least 80% of  approved
budget;  (ii) satisfactory audits as determined by the Board of Directors of the
Company  including but not limited to a CAMELS Bank  Examination  Rating of 2 or
better; (iii) no restatement of income for any prior period previously released;
and (iv) satisfactory performance appraisal, actively employed by Guaranty Bank,
and in good standing at the time the bonus is paid. If there is an extraordinary
event or item  that is  outside  the  executive's  control  and his  performance
otherwise  met and  exceeded  expectations  for the  intent  of the  performance
measure and award level, as determined  solely by the compensation  committee of
the Board of Directors of the Company, the compensation  committee may recommend
to the Board of  Directors  an  adjustment  to  fairly  compensate,  provide  an
incentive to continue excellent  performance and retain the executive under this
Plan.
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