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EX-99.1 - EX-99.1 - HOPFED BANCORP INCd930134dex991.htm

 

 

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)

 

 

 

Delaware   0-23667   61-1322555

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(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

 

NAME

   FOR      WITHHELD  

Richard Perkins

     4,064,149         858,223   

Ted S. Kinsey

     3,030,637         1,891,735   

John E. Peck

     3,905,782         1,016,590   

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:

 

     Number of
Shares
     Percentage of
Votes Cast
 

FOR

     6,039,695         96.39

AGAINST

     226,185         3.61

ABSTAIN

     35,827      


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.

 

     Number of
Shares
     Percentage of
Votes Cast
 

FOR

     3,155,317         64.80

AGAINST

     1,713,685         35.20

ABSTAIN

     53,370      

In addition, there were 1,379,355 broker non-votes.

 

Item 8.01 Other Events

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

 

  (d) 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.

 

HOPFED BANCORP, INC.
Dated: May 22, 2015 By:

/s/ John E. Peck

John E. Peck
President and Chief Executive
Officer