Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
HFBC > SEC Filings for HFBC > Form 8-K/A on 28-May-2013All Recent SEC Filings

Show all filings for HOPFED BANCORP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for HOPFED BANCORP INC


28-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote o


Item 5.02 Departure of Director or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) At the Annual Meeting of Stockholders of the Company held on May 15, 2013, the stockholders approved the Company's 2013 Long-Term Incentive Plan (the "Plan"). The Plan became effective immediately upon stockholder approval.

Terms of the Plan

Administration of the Plan. The Compensation Committee of our Board (or a subcommittee thereof) will generally administer the Plan, and has the authority to make awards under the Plan and to set the terms of the awards. The Compensation Committee will also generally have the authority to interpret the Plan, to establish any rules or regulations relating to the Plan that it determines to be appropriate, and to make any other determination that it believes necessary or advisable for proper administration of the Plan. Subject to the limitations specified in the Plan, the Compensation Committee may delegate its authority to appropriate officers of our Company with respect to grants to employees or consultants who are not subject to Section 16 of the Exchange Act.

Eligibility. Officers, directors, employees and consultants of our Company and its affiliates will be eligible to receive awards ("Awards") under the Plan when designated as participants. We currently have five executive officers and six non-employee directors who are eligible to receive Awards under the Plan. In addition, 10 key employees currently participate in the 2004 Plan. Awards under the Plan may be granted in any one or a combination of the following forms:

incentive stock options under Section 422 of the Internal Revenue Code;

non-qualified stock options;

restricted shares; and

performance awards.

Each type of Award is discussed in greater detail in "Types of Awards" below.

Shares Issuable Through the Plan. A total of 300,000 shares of our Common Stock are authorized to be each issued under the Plan, representing approximately 4% of our outstanding Common Stock. The closing sale price of a share of our Common Stock, as quoted on the NASDAQ Global Market on April 10, 2013, was $10.75

Limitations and Adjustments to Shares Issuable Through the Plan. The Plan limits the Awards granted to any single participant in a fiscal year to no more than 25,000 shares of our Common Stock. Each non-employee director is limited to 30,000 shares in the aggregate, and each employee is limited to 75,000 shares in the aggregate. The maximum number of shares that may be issued upon exercise of options intended to qualify as incentive stock options under the Code is 300,000. The maximum value of a performance award that is valued in dollars (whether or not paid in shares) and scheduled to be paid out to any single participant in any fiscal year is $100,000.

For purposes of determining the maximum number of shares of Common Stock available for delivery under the Plan, shares that are not delivered because an Award is forfeited, canceled or settled in cash will not be deemed to have been delivered under the Plan. In addition, shares delivered or withheld in payment of an option or delivered or withheld to satisfy withholding obligations in connection with an Award shall not be available for future grant under the Plan.


Proportionate adjustments will be made to all of the share limitations provided in the Plan, including shares subject to outstanding Awards, in the event of any recapitalization, reclassification, stock dividend, stock split, combination of shares or other change in the shares of Common Stock. In addition, the exercise price of any outstanding options and any performance goals will also be adjusted if necessary to provide participants with the same relative rights before and after the occurrence of any such event.

Amendments to the Plan. Our Board may amend or discontinue the Plan at any time. However, our stockholders must approve any amendment that would:

permit the repricing of an option;

materially increase the number of issuable shares;

materially increase the benefits accruing to participants;

materially expand the classes of persons eligible to participate;

expand the types of awards available for grant;

materially extend the term of the Plan; or

reduce the price at which Common Stock may be offered through the Plan.

No amendment or discontinuance of the Plan may materially impair any previously granted Award without the consent of the recipient.

Term of the Plan. No Awards may be granted under the Plan after March 20, 2023, which is the tenth anniversary of the date the Plan was approved by our Board.

Award Agreements. Grants of Awards will be subject to the terms and conditions of the Plan and may also be subject to additional restrictions imposed by the Compensation Committee and detailed in an Award agreement between the Company and the participant. The agreement may include provisions requiring the forfeiture of outstanding Awards in the event of the participant's termination of employment or, in the case of performance awards, if applicable goals or targets are not met.

Award Recovery Policy Inc. Each Award agreement shall include a provision requiring the recovery of the Award if a restatement occurs within three years following the final payout of the Award and the participant was determined to be responsible (in whole or in part) for the restatement, or if the Award is subject to any clawback policy the Company adopts as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Types of Awards. Each type of Award that may be granted under the Plan is described below.

Options. An option is a right to purchase shares of Common Stock from the Company. The Compensation Committee will determine the number and exercise price of the options and when the options become exercisable. However, the option exercise price may not be less than the fair market value of a share of Common Stock on the date of grant, except for an option granted in substitution of an outstanding award in an acquisition transaction. The term of an option will also be determined by the Compensation Committee, but may not exceed 10 years. The Compensation Committee may accelerate the exercisability of any option at any time. As noted above, the Compensation Committee may not, without the prior approval of our stockholders, decrease the exercise price for any outstanding option after the date of grant. In addition, an outstanding option may not, as of any date that the option has a per share exercise price that is greater than the then current fair market value of a share of Common Stock, be surrendered to us as consideration for the grant of a new option with a lower exercise price, another Award, a cash payment or shares of Common Stock, unless approved by our Company's stockholders. The Plan permits the Compensation Committee to grant both non-qualified and incentive stock options. Incentive stock options will be subject to certain additional requirements necessary in order to qualify as incentive stock options under Section 422 of the Internal Revenue Code.

The option exercise price may be paid in cash, by check, in shares of Common Stock, through a "cashless" exercise arrangement with a broker approved by our Company, through a net exercise procedure (if approved by the Compensation Committee), or in any other manner authorized by the Compensation Committee.

Restricted Shares. Restricted shares are shares of Common Stock granted by the Compensation Committee and made subject to certain restrictions on sale or other transfer by the recipient during a particular period of time (the restricted period). The restricted period must be a minimum of three years with incremental vesting of portions of the award over the three-year period permitted, however, this restriction does not apply to awards to non-employee directors. Subject to the restrictions provided in the applicable Award agreement and the Plan, a participant receiving restricted shares may have all of the rights of a stockholder as to such shares, however, any dividends that are payable on those shares during the restricted period will accrue and be payable to the participant only when, and to the extent that, the related restricted shares vest.


Performance Awards. The Plan also permits the Compensation Committee to grant to participants performance awards, which are Awards based on the achievement of specific goals with respect to the Company or any affiliate or the individual performance of the participant, or a combination thereof, over a specified period of time. The maximum compensation that may be paid to any one participant with respect to a performance award shall be 10,000 shares of Common Stock and $100,000 in cash. The Compensation Committee may elect to structure the performance awards as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. Performance-based compensation that meets the requirements of Section 162(m) of the Internal Revenue Code does not count toward the $1 million limit on our Company's federal income tax deduction for . . .


Item 5.07 Submission of Matters to a Vote of Security Holders

(b) The Company will hold future non-binding advisory votes on executive compensation annually, consistent with the recommendation of the Board of Directors and the preference of the Company's stockholders, as represented by their votes at the 2013 Annual Meeting of Stockholders.

The Annual Meeting of Stockholders of the Company was held on May 15, 2013. IVS Associates, Inc., the independent inspector of elections for the 2013 Annual Meeting, provided a voting report, certifying the following results.

PROPOSAL 1: ELECTION OF DIRECTORS

According to the tabulation of voting results, the following is a record of the
votes cast with respect to the election of Robert Bolton, Steve Hunt and Michael
L. Woolfolk, each for a three-year term:



              NAME                                FOR         WITHHELD

              Board of Directors' Nominees:

              Dr. Thomas I. Miller              2,004,576        47,111
              Steve Hunt                        5,463,902       760,257
              Michael L. Woolfolk               5,480,726       743,433

              Opposition Nominee:

              Robert Bolton                     4,109,177        63,295

In addition, there were no broker non-votes.

PROPOSAL 2: Ratify Appointment of Rayburn, Bates & Fitzgerald, P.C.

According to the tabulation of voting results, the stockholders ratified the appointment of Rayburn, Bates & Fitzgerald, P.C. as the Company's independent registered public accounting firm for the fiscal year ending 2013.

FOR AGAINST ABSTAIN
6,080,295 110,906 32,957

In addition, there were no broker non-votes.


PROPOSAL 3: Approval of a non-binding advisory resolution to approve the compensation of named executive officers

According to the tabulation of voting results, the stockholders approved a non-binding resolution to approve the compensation of the Company's named executive officers.

FOR AGAINST ABSTAIN
3,517,292 2,644,133 62,733

In addition, there were no broker non-votes.

PROPOSAL 4: Advisory vote on the frequency of the non-binding resolution to approve the compensation of named executive officers

According to the tabulation of voting results, the stockholders approved a non-binding one-year frequency vote to approve the compensation of the Company's named executive officers.

EVERY YEAR EVERY TWO YEARS EVERY THREE YEARS ABSTAIN
5,766,021 171,371 191,083 95,680

In addition, there were no broker non-votes.

PROPOSAL 5: Approval of the Company's 2013 Long-Term Incentive Plan

According to the tabulation of voting results, the stockholders approved the Company's 2013 Long-Term Incentive Plan.

FOR AGAINST ABSTAIN
4,025,854 2,135,697 62,607

In addition, there were no broker non-votes.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 HopFed Bancorp, Inc. 2013 Long-Term Incentive Plan


  Add HFBC to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for HFBC - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.