Current Report Filing (8-k)
May 22 2015 - 2:08PM
Edgar (US Regulatory)
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): May 20, 2015
HOPFED BANCORP, INC.
(Exact name of Registrant as Specified in Charter)
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| Delaware |
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0-23667 |
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61-1322555 |
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of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
4155 Lafayette Road, Hopkinsville, Kentucky 42240
(Address of Principal Executive Offices)
(270) 885-1171
Registrant’s telephone number, including area code
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:
¨ 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))
| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders
of the Company was held on May 20, 2015. At the Annual Meeting, (i) the persons listed below were elected to serve as directors of the Company, each for a term of three years, (ii) Ratification of appointment of Rayburn,
Bates & Fitzgerald, P.C. as the Company’s independent registered public accounting firm for the year ended December 31, 2015, and (iii) a non-binding resolution to approve executive compensation was approved. The Inspector of
Election reported the vote of stockholders at the Annual Meeting as follows:
PROPOSAL I: ELECTION OF DIRECTORS
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| NAME |
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FOR |
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WITHHELD |
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| Richard Perkins |
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4,064,149 |
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858,223 |
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| Ted S. Kinsey |
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3,030,637 |
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1,891,735 |
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| John E. Peck |
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3,905,782 |
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1,016,590 |
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In addition, there were 1,379,335 broker non-votes for Messrs. Perkins, Kinsey and Peck.
PROPOSAL II: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The following is a record of the votes cast with respect to the proposal to approve the following resolution:
Ratification of appointment of Rayburn, Bates & Fitzgerald, P.C. as the Company’s independent registered public accounting firm
for the year ended December 31, 2015:
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Number of
Shares |
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Percentage of
Votes Cast |
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| FOR |
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6,039,695 |
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96.39 |
% |
| AGAINST |
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226,185 |
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3.61 |
% |
| ABSTAIN |
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35,827 |
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PROPOSAL III: NON-BINDING RESOLUTION TO APPROVE
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following is a record of the votes cast with respect to the proposal to approve the following resolution:
RESOLVED, that the stockholders of HopFed Bancorp, Inc. (the “Company”) approve the compensation of the Company’s executives
named in the Summary Compensation Table of the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders, including the Compensation Discussion and Analysis, the compensation tables and the related disclosure in the Proxy Statement.
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Number of
Shares |
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Percentage of
Votes Cast |
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| FOR |
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3,155,317 |
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64.80 |
% |
| AGAINST |
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1,713,685 |
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35.20 |
% |
| ABSTAIN |
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53,370 |
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In addition, there were 1,379,355 broker non-votes.
Presentation by management during the Annual Meeting of Stockholders of
the Company on May 20, 2015, Exhibit 99.1 to this Report is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits |
Exhibit 99.1 2015 Annual Meeting of Stockholders
Presentation
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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HOPFED BANCORP, INC. |
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| Dated: May 22, 2015 |
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By: |
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/s/ John E. Peck |
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John E. Peck |
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President and Chief Executive |
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Officer |
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Welcome
Shareholders
2015
Annual Meeting
Exhibit 99.1 |
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Disclosure
The information provided in this presentation is for the May 20, 2015
Shareholders meeting of Hopfed Bancorp, Inc. information provided relates
to it’s Subsidiary Heritage Bank USA, Inc.
2
This information is for Heritage Bank
Forward-Looking Statements
Statements herein that are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are
subject to known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. You
should understand that these statements are not guarantees of performance or results and are
preliminary in nature. Statements preceded by, followed by or that otherwise include the words
“believes”, “expects”, “anticipates”, “intends”,
“projects”, “estimates”, “plans”, “may increase”,
“may result”, “will result”, “may fluctuate” and similar expressions or
future or conditional verbs such as “will”, “should”, “would”,
“may” and “could” are generally forward-looking in nature and not
historical facts. You should consider the areas of risk described under the heading
“Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in
our periodic reports filed with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 in connection with any forward-looking statements that may be made by
us and our businesses generally. Except for our ongoing obligations to disclose material
information under the federal securities laws, we undertake no obligation to release publicly
any updates or revisions to any forward-looking statements, to report events or to report
the occurrence of unanticipated events unless required by law. |
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John
E.
Peck
President
&
CEO
Mike
Woolfolk
Executive
VP
&
COO
Billy
Duvall
Sr.VP
&
&
Chief
Financial
Officer
P.
Michael
Foley
Sr.VP
&
Chief
Credit
Officer
SENIOR
MANAGEMENT
3
III
,
,
,
, |
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Gilbert E. Lee
Chairman of the Board
John E. Peck
H. Joseph Dempsey, M.D.
Clay Smith
Ted Kinsey
Robert
Bolton
Steve Hunt
Richard
H.
Perkins
Michael
L. Woolfolk
HopFed Bancorp, Inc.
Board of Directors
4
Owner – Parkway Chrysler President
– Iron Bay Capitol
Vice President – Agri-Power and Agri-
Co-owner-C&L Rentals, L.L.C. President and
Chief Executive Officer
Anesthesiologist
Mercury And Purchase Ford, Lincoln,
Mercury
Retired – Bank Examiner Chief
Operating Officer, Executive Vice President and Secretary President
– Pennyrile Ford, Lincoln,
Chem
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Recent Accomplishments
of Heritage Bank
6
Leading the market share in all communities
Heritage Bank serves
Approximately $13 million increase in
checking deposits year over year
Substantial reduction in costs of deposits
Continued Improvement in Asset Quality &
Loan Mix |
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Recent Accomplishments
Of Heritage Bank
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•Kentucky Chamber of Commerce “BEST PLACES TO
WORK”
winner
five
years
in
a
row
2011
-
2015
•Expand Facilities in Marshall County KY
•Continued a Robust Stock Buy-Back Program
•Established an Employee Stock Ownership Program
(ESOP) |
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Billy Duvall
Chief Financial Officer
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9
The Following Slides are for
Heritage Bank
The next slides reflects performance
of Heritage Bank a State Chartered
Bank and are not consolidated
numbers. |
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Non-Interest Deposits
(Millions)
10
This information is for Heritage Bank
4
7
19
27
32
37
51
52
57
68
69
80
94
105
115
0
20
40
60
80
100
120
140
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014 |
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Cost of funding Earning Asset
11
This information is for Heritage Bank
2.20%
1.85%
1.53%
1.12%
0.94%
0.70%
2010
2011
2012
2013
2014
Mar-15 |
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Net Income
2011 –
2014
12
This information is for Heritage Bank
Thousands
$-
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
2011
2012
2013
2014
$3,771
$4,975
$4,683
$3,023 |
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Net Income 2011 –
2014
Sans FHLB Prepayment
13
This information is for Heritage Bank
Effect of FHLB
Prepayment
$4,680
Thousands
$-
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
2011
2012
2013
2014
$3,771
$4,975
$4,683
$3,023
$1,657 |
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Year End Adjustments
FHLB
This information is for Heritage Bank
14
(In
Thousands
)
4
th
QTR
2014
1
st
QTR
2015
First Year Savings
Average
Balance
FHLB
Borrowings
$40,871
$23,167
Average
Cost
Borrowings
3.65%
1.19%
FHLB
Borrowing
Expense
$434
$69
$365
Actual /
Annualized
Expense
$1,665
$276
$1,389 |
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First Quarter 2015
Performance
15
This information is for Heritage Bank
(In Thousands)
Full Year
2014
First Quarter
2015
Net Income
$3,023
$1,571
Cost of Interest
Bearing Liabilities
1.20%
0.85%
Net Interest Margin
3.08%
3.78%
NPA / Total Assets
0.55%
0.50% |
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John E. Peck
President / CEO
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Comparative Financial
Performance
1
st
Quarter 2015
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This information is for Heritage Bank
Ratio of
Return on
Return on
Net
Non
Assets
Loans to
Average
Average
Interest
Efficiency
Equity /
Performing
Regions
(In
Thousands)
Deposits
Assets
Equity
Margin
Ratio
Assets
Assets
Nashville
$332,509
82%
0.71%
7.20%
3.68%
72%
10.20%
1.03%
Heritage
$894,285
76%
0.70%
6.34%
3.78%
76%
11.86%
0.50%
Information Provided by:
Monroe Financial Partners, Inc.
(26) |
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Net Interest Margin
18
This information is for Heritage Bank
3.19%
3.01%
2.93%
3.01%
3.08%
3.78%
2010
2011
2012
2013
2014
Mar-15 |
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Nashville LPO
This information is for Heritage Bank
•West End
20 |
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Nashville and
Heritage Bank
26
This information is for Heritage Bank
•Approximately $60 Million in
Loans
•$90 Million in Deposits
•Four Offices
•Offers Unlimited Opportunity
for Growth |
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Repurchase Program
28
HopFed Bancorp Inc.
Period
Number of
Shares
Value
Average Cost Per
Share
Year End 2014
298,999
$3,500,043
$11.71
3 Month ended
3/31/15
725,341
$9,722,576
$13.40 |
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ESOP
29
This information is for Heritage Bank
•March 2, 2015 Purchased 600,000 Shares of Common Stock at
$13.14 Per Share
•Employees Now Own Approximately 8.5% of Common Shares
Outstanding
•ESOP is Primary Employer Sponsored Retirement Vehicle and is
Expected to be “Expense Neutral”
•ESOP Received Regulatory Authority to Own up to 24.9% of the
Company’s Common Stock |
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Capital Position
30
This information is for Heritage Bank
Well Capitalized
Total Risk Based
Capital
Well Capitalized
Tier 1
10%
2010
2011
2012
2013
2014
Mar 15
9.40%
10.20%
10.60%
10.80%
11.00%
10.50%
16.20%
17.60%
19.10%
17.80%
18.60%
17.40%
Tier 1
Total Risk Based
6% |
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Stock Price
31
6.7
6.95
8.76
10.96
11.39
11.62
12.96
12.99
Jan-12
Jun
-12
Jan-13
Jun
-13
Jan-14
Jun
-14
Jan-15
May-15 |
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Welcome
Shareholders
2015
Annual Meeting |
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