PROXY
STATEMENT
OF
QUAINT
OAK BANCORP, INC.
ABOUT
THE ANNUAL MEETING OF SHAREHOLDERS
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We are furnishing
this proxy statement to holders of common stock of Quaint Oak Bancorp, Inc., the
parent holding company of Quaint Oak Bank. Proxies are being solicited on behalf
of our Board of Directors for use at the Annual Meeting of Shareholders to be
held at our headquarters located at Lakeside Office Park, 607 Lakeside Drive,
Southampton, Pennsylvania on Wednesday, May 13, 2009 at 2:00 p.m., Eastern time,
and at any adjournment thereof for the purposes set forth in the attached Notice
of Annual Meeting of Shareholders. This proxy statement is first
being mailed to shareholders on or about April 13,
2009.
Important
Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
to Be Held on May 13, 2009.
This proxy statement and our 2008
Annual Report are available on our website at www.quaintoak.com under "Investor
Relations."
What
is the purpose of the annual meeting?
At our annual
meeting, shareholders will act upon the matters outlined in the Notice of Annual
Meeting on the cover page of this proxy statement, including the election of
directors and ratification of our independent registered public accounting
firm. In addition, management will report on the performance of
Quaint Oak Bancorp and respond to questions from
shareholders.
Who
is entitled to vote?
Only our shareholders
of record as of the close of business on the voting record date for the meeting,
March 30, 2009, are entitled to vote at the meeting. On the record date, we had
1,333,089 shares of common stock issued and outstanding and no other class of
equity securities outstanding. For each issued and outstanding share
of common stock you own on the record date, you will be entitled to one vote on
each matter to be voted on at the meeting, in person or by
proxy.
How
do I submit my proxy?
After you have
carefully read this proxy statement, indicate on your proxy form how you want
your shares to be voted. Then sign, date and mail your proxy form in
the enclosed prepaid return envelope as soon as possible. This will
enable your shares to be represented and voted at the annual
meeting.
If
my shares are held in "street name" by my broker, could my broker automatically
vote my shares for me?
Yes. Your
broker may vote in his or her discretion on the election of directors and
ratification of the independent registered public accounting firm if you do not
furnish instructions.
Can
I attend the annual meeting and vote my shares in person?
Yes. All
shareholders are invited to attend the annual meeting. Shareholders
of record can vote in person at the annual meeting. If your shares
are held through a broker, bank, trust or other nominee i.e., in "street" name,
then you are not the shareholder of record and you must ask your broker or other
nominee how you can vote at the annual meeting.
Can
I change my vote after I return my proxy card?
Yes. If
you have not voted through your broker or other nominee, there are three ways
you can change your vote or revoke your proxy after you have sent in your proxy
form.
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First,
you may complete and submit a new proxy form. Any earlier
proxies will be revoked
automatically.
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Second,
you may send a written notice to the Secretary of Quaint Oak Bancorp, Ms.
Diane J. Colyer, Corporate Secretary, Quaint Oak Bancorp, Lakeside Office
Park, 607 Lakeside Drive, Southampton, Pennsylvania 18966, stating that
you would like to revoke your
proxy.
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·
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Third,
you may attend the annual meeting and vote in person. Any
earlier proxy will be revoked. However, attending the annual
meeting without voting in person will not revoke your
proxy.
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If you have
instructed a broker or other nominee to vote your shares, you must follow
directions you receive from your broker or other nominee to change your
vote.
What
constitutes a quorum?
The presence at the
annual meeting, in person or by proxy, of the holders of a majority of the
shares of common stock outstanding on the record date will constitute a
quorum. Proxies received but marked as abstentions and broker
non-votes will be included in the calculation of the number of votes considered
to be present at the meeting.
What
are the Board of Directors' recommendations?
The recommendations
of the Board of Directors are set forth under the description of each proposal
in this proxy statement. In summary, the Board of Directors
recommends that you vote
FOR
the
nominees for director described herein and
FOR
ratification of the appointment of Beard Miller Company LLP for fiscal
2009.
The proxy solicited
hereby, if properly signed and returned to us and not revoked prior to its use,
will be voted in accordance with your instructions contained in the
proxy. If no contrary instructions are given, each proxy signed and
received will be voted in the manner recommended by the Board of Directors and,
upon the transaction of such other business as may properly come before the
meeting, in accordance with the best judgment of the persons appointed as
proxies. Proxies solicited hereby may be exercised only at the annual
meeting and any adjournment of the annual meeting and will not be used for any
other meeting.
What
vote is required to approve each item?
Directors are elected
by a plurality of the votes cast with a quorum (a majority of the outstanding
shares entitled to vote represented in person or by proxy)
present. The two persons who receive the greatest number of votes of
the holders of common stock represented in person or by proxy at the annual
meeting will be elected directors. The affirmative vote of a majority
of the total votes present in person and by proxy is required for approval of
the proposal to ratify the appointment of the independent registered public
accounting firm. Under the Pennsylvania Business Corporation Law, an
abstention or broker non-vote is not counted as a vote cast and accordingly,
will have no effect on the vote to elect directors or ratify the appointment of
our independent registered public accounting firm.
INFORMATION
WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
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Election
of Directors (Proposal One)
Our Articles of
Incorporation provide that the Board of Directors will be divided into three
classes as nearly equal in number as the then total number of directors
constituting the Board of Directors permits. The directors are
elected by our shareholders for staggered terms, or until their successors are
elected and qualified. At the annual meeting, shareholders of Quaint
Oak Bancorp will be asked to elect one class of directors, consisting of two
directors, for a three-year term expiring in 2012, and until their successors
are elected and qualified.
No director is
related to any other director or executive officer by first cousin or closer,
except Messrs. Ager and DiPiero who are brothers-in-law. Each nominee
and each director whose term continues currently serves as a director of Quaint
Oak Bancorp and its subsidiary, Quaint Oak Bank.
Unless otherwise
directed, each proxy executed and returned by a shareholder will be voted for
the election of the nominees for director listed below. If any person
named as a nominee should be unable or unwilling to stand for election at the
time of the annual meeting, the proxies will nominate and vote for any
replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason
why any of the nominees listed below may not be able to serve as a director if
elected.
The following tables
present information concerning the nominees for director and each director whose
term continues, including tenure as a director. Terms as directors
for Messrs. Ager, Augustine, DiPiero, Gant, Phillips, Spink and Strong include
service as a director of Quaint Oak Bank prior to the formation of Quaint Oak
Bancorp. Ages are reflected as of March 30,
2009.
Nominees
for Director for a Three-Year Term Expiring in 2012
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Position
with Quaint Oak and Principal Occupation
During
the Past Five Years
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Director
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Andrew
E. DiPiero, Jr., Esq.
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56
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Director. Partner
with Stampone, D'Angelo, Renzi, DiPiero, Attorneys at Law, P.C.,
Cheltenham, Pennsylvania, since June 2004. Previously, attorney
with Master & Weinstein, P.C., Philadelphia, Pennsylvania from June
1998 to May 2004.
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1984
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Robert
J. Phillips
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62
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Chairman
of the Board of Quaint Oak Bancorp and Quaint Oak Bank since 2007 and
1984, respectively. Partner, Phillips and Phillips Enterprises,
Doylestown, Pennsylvania since March 2005. Previously, President, Shipping
Connections, Inc., Bristol, Pennsylvania from October 1996 to October
2003.
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1968
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The
Board of Directors recommends that you vote
FOR
election of the nominees for Director.
Directors
Whose Terms Are Continuing
Directors with a Term
Expiring in 2010
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Position
with Quaint Oak and Principal Occupation
During
the Past Five Years
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Director
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John
J. Augustine, CPA
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56
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Director. Senior
Manager of Teleflex, Inc., Limerick, Pennsylvania since February 2006;
previously, a self employed consultant for JJA Consulting, Lansdale,
Pennsylvania from January 2004 to February 2006; prior thereto, Executive
Vice President and Chief Financial Officer of Reda Sports, Inc., West
Easton, Pennsylvania from March 1997 to January 2004. Mr. Augustine has 18
years of service with financial institutions, including serving as Vice
President and Controller for Vista Bancorp, Inc., and Assistant Controller
of Germantown Savings Bank.
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2000
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Kenneth
R. Gant, MBA
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50
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Director. Non-employee
Secretary/Treasurer of Quaint Oak Bank
'
s Board through July
2007. Currently, Associate Agent of Landis Agencies, Doylestown,
Pennsylvania; previously, Owner, Gant Insurance Agency, Doylestown,
Pennsylvania from September 2006 to January 2008. Prior thereto, Agency
Development Manager, National Grange Insurance Company, Keene, New
Hampshire from February 2005 to April 2006; consultant for Quaint Oak Bank
from July 2003 to February 2005; previously Chief Operating Officer, GMG
Insurance Agency, Newtown, Pennsylvania, from 1980 to June
2003.
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1986
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Robert
T. Strong
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62
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Director. President
and Chief Executive Officer of Quaint Oak Bancorp and Quaint Oak Bank
since March 2007 and June 2001, respectively. Previously, Owner
and President of Strong Financial Corporation, Southampton, Pennsylvania
from 2000 through 2006. Prior thereto, Mr. Strong was
responsible for residential mortgage banking as Senior Vice President of
Prime Bank, Fort Washington, Pennsylvania.
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2000
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Directors
with a Term Expiring in 2011
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Position
with Quaint Oak and Principal Occupation
During
the Past Five Years
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George
M. Ager
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72
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Director. Previously,
Vice Chairman of the Board of Quaint Oak Bank from 1984 to April
2007. Currently retired.
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1968
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James
J. Clarke, Ph.D.
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67
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Director. Principal
of Clarke Consulting, Villanova, Pennsylvania, a financial institution
consulting firm specializing in asset/liability management, strategic
planning and board/management education, since 2002. Prior thereto, Mr.
Clarke served as Professor of Finance and Economics, Villanova University
from 1972 to 2002.
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2007
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Marsh
B. Spink
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70
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Director. Managing
Partner of Lawn-Crest Realty, Philadelphia, Pennsylvania since
1962.
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1988
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Executive
Officers Who Are Not Also Directors
Set forth below is
information with respect to the principal occupations during the last five years
for the three executive officers of Quaint Oak Bancorp and Quaint Oak Bank who
do not also serve as directors of Quaint Oak Bancorp. Ages are
reflected as of March 30, 2009.
Diane J.
Colyer
, age 50 years, has served as Treasurer of Quaint Oak Bancorp since
July 2008 and Operations Officer and Corporate Secretary of Quaint Oak Bancorp
since March 2007 and April 2007, respectively. Ms. Colyer also has
served as Operations Officer of Quaint Oak Bank since August 1999, System
Security Officer since July 2000, Network Administrator since May 2001 and
Corporate Secretary since April 2007. From May 2002 through April
2006, Ms. Colyer served as Compliance Officer, Security Officer and Community
Reinvestment Act Officer of Quaint Oak Bank. From April 2005 to April
2007, Ms. Colyer served as Assistant Secretary.
Robert Farrer
,
age 43 years, has served as Compliance Officer, Security Officer, Bank Secrecy
Act Officer and Community Reinvestment Act Officer of Quaint Oak Bank since
April 2006 and Manager – Customer Service since December 2004. Prior
thereto, Mr. Farrer served as Bank Branch Manager and Assistant Vice President
of Bank of America, Jenkintown, Pennsylvania, from September 1986 to December
2004.
Curt T.
Schulmeister
,
age 51 years, has served as Chief Lending Officer of Quaint Oak Bank since
February 2007. Previously, Mr. Schulmeister served as Executive Vice
President and Chief Lending Officer of Earthstar Bank, Southampton, Pennsylvania
since June 2001. Prior thereto, Mr. Schulmeister primarily engaged in
consumer lending as Senior Vice President of Prime Bank, Fort Washington,
Pennsylvania.
Committees
and Meetings of the Board of Directors
The Board of
Directors of Quaint Oak Bancorp has established a Compensation Committee, Audit
Committee and Nominating and Corporate Governance Committee. During the fiscal
year ended December 31, 2008, the Board of Directors of Quaint Oak Bancorp held
twelve regular meetings. No director attended fewer than 75% of the
total number of Board meetings and committee meetings on which he served that
were held during this period. The Board of Directors has determined
that a majority of its members are independent directors as "independent
director" is defined in the Nasdaq listing standards. Our independent
directors are Messrs. Ager, Clarke, DiPiero, Gant, Phillips and
Spink.
Compensation
Committee
. The members of the Compensation Committee were
Messrs. Clarke, DiPiero and Phillips in fiscal 2008. The Compensation
Committee reviews the compensation of our executive officers and met six times
in 2008. No member of the Compensation Committee is a current or
former officer or employee of Quaint Oak Bancorp or Quaint Oak
Bank. The Compensation Committee has adopted a written charter which
is available on our website at www.quaintoak.com.
Audit
Committee.
The primary purpose of the Audit Committee, as set
forth in the committee's charter, is to assist the Board of Directors in
fulfilling its fiduciary responsibilities relating to corporate accounting and
reporting practices. The Audit Committee reviews with management and
the independent auditors the systems of internal control, reviews the annual
financial statements, including the Annual Report on Form 10-K, and monitors our
adherence in accounting and financial reporting to generally accepted accounting
principles. The Audit Committee is comprised of three outside
directors, Messrs. DiPiero, Gant and Phillips. The Board of Directors
has not identified a member of the audit committee who meets the Securities and
Exchange Commission's definition of audit committee financial
expert. The Board of Directors believes that the audit committee
members have sufficient expertise to fulfill their fiduciary
duties.
The Audit Committee
meets on an as needed basis and met four times in fiscal 2008. The
Board of Directors and the Audit Committee adopted an Audit Committee Charter
which is available on our website at
www.quaintoak.com.
Nominating and
Corporate Governance Committee
. The members of the Nominating
and Corporate Governance Committee of Quaint Oak Bancorp for fiscal 2008 were
Messrs. Gant, Phillips and Spink. The Nominating and Corporate
Governance Committee met three times during fiscal 2008. Nominations
for director of Quaint Oak Bancorp are reviewed by the Nominating and Corporate
Governance Committee and submitted to the full Board of Directors for
approval.
The
Charter of the Nominating and Corporate Governance Committee is available on our
website at www.quaintoak.com.
Director
Nominations
The Nominating and
Corporate Governance Committee's charter sets forth certain criteria the
committee may consider when recommending individuals for nomination including:
ensuring that the Board of Directors, as a whole, is diverse and consists of
individuals with various and relevant career experience, relevant technical
skills, industry knowledge and experience, financial expertise (including
expertise that could qualify a director as a "financial expert," as that term is
defined by the rules of the SEC), local or community ties, minimum individual
qualifications, including strength of character, mature judgment, familiarity
with our business and industry, independence of thought and an ability to work
collegially. The committee also may consider the extent to which the
candidate would fill a present need on the Board of Directors. The
Nominating and Corporate Governance Committee will also consider candidates for
director suggested by other directors, as well as our management and
shareholders. A shareholder who desires to recommend a prospective
nominee should notify our Corporate Secretary in writing providing whatever
supporting material the shareholder considers appropriate. Procedures
for shareholder nominations are discussed under "Shareholder Proposals,
Nominations and Communications with the Board of
Directors."
Director
Compensation
Members of our Board
of Directors receive no compensation for attending meetings of Quaint Oak
Bancorp's Board. During 2008, each director of Quaint Oak Bank other
than Mr. Strong received an annual retainer of $4,800 and received $600 for each
meeting of the Board of Directors, with one paid absence permitted per
year. For all committees, other than Audit, members received $250 for
each committee meeting. Members of the Audit Committee received $500
per meeting and the Chair received $600. Mr. Clarke, as Chair of
Quaint Oak Bancorp's Asset and Liability Committee ("ALCO"), received $600 per
committee meeting. The other ALCO members, who are also executive
officers, did not receive meeting fees. Committee fees are paid only
if the meeting is attended. In addition to an annual retainer and
meeting fees, the Chairman of the Board received a fee of $2,267 per month
during fiscal 2008.
Director Compensation
Table.
The following table sets forth total compensation paid
to each director of Quaint Oak Bank during fiscal 2008, other than Mr. Strong
whose compensation is set forth below under "Executive
Compensation." Quaint Oak Bank does not have a defined benefit
pension plan or retirement plan for the benefit of
directors.
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Fees
Earned or
Paid
in Cash
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All
Other
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George
M. Ager, Jr.
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$16,750
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$3,141
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$1,744
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--
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$21,635
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John
J. Augustine, CPA
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12,250
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3,141
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1,744
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$49,820(2)
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66,955
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James
J. Clarke, Ph.D.
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14,450
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3,141
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1,744
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--
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19,335
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Andrew
E. DiPiero, Jr., Esq.
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15,900
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3,141
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1,744
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--
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20,785
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Kenneth
R. Gant, MBA
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14,750
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3,141
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1,744
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--
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19,635
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Robert
J. Phillips
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48,200
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9,424
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5,233
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--
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62,857
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Marsh
B. Spink
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17,250
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3,141
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1,744
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--
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22,135
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________________________
(1)
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The
columns "Stock Awards" and "Option Awards" reflect expense recognized
during fiscal 2008 in accordance with Statement of Financial Accounting
Standards No. 123(R) related to grants of restricted stock and stock
options to non-employee directors under the 2008 Recognition and Retention
Plan and 2008 Stock Option Plan. Such grants and awards are
vesting pro rata over five years commencing on the first anniversary of
the grant date. Each of our non-employee directors received
awards of 2,777 shares of restricted stock and 6,943 stock options on May
14, 2008, and Mr. Phillips received 8,331 shares of restricted stock and
20,829 stock options. All of such grants and awards were
unvested at December 31, 2008. The stock options have an
exercise price of $10.00 per share.
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(2)
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Represents
fees earned for accounting and consulting services rendered in 2008, some
of which were paid in 2009. See "Service Agreement"
below.
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In accordance with
the applicable rules and regulations of the Office of Thrift Supervision for
restricted stock awards and grants of stock options in the first year following
Quaint Oak Bank's mutual to stock conversion, no future grants or awards are
permissible for our non-employee directors under the 2008 Stock Option Plan or
2008 Recognition and Retention Plan unless previous awards are forfeited by our
current non-employee directors.
Service
Agreement
. During the year ended December 31, 2008, Mr.
Augustine was a party to a service agreement with Quaint Oak
Bank. The Service Agreement is terminable by either Mr. Augustine or
Quaint Oak Bank at any time upon written notice to the other party and is
reviewed at least annually by the board of directors. Under Mr.
Augustine's agreement, he is compensated for accounting and consulting services
at a rate of $80.00 per hour for 2008.
Directors'
Attendance at Annual Meetings
Although we do not
have a formal policy regarding attendance by members of the Board of Directors
at annual meetings of shareholders, we expect that our directors will attend,
absent a valid reason for not doing so. All of our directors attended
our annual meeting of shareholders held in May 2008.
Transactions
With Certain Related Persons
Our policies provide
that all loans made by Quaint Oak Bank to our directors, officers and employees
are made in the ordinary course of business, are made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present other unfavorable
features. All such loans made to our directors and executive officers
met such criteria.
REPORT
OF THE AUDIT COMMITTEE
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The Audit Committee
has reviewed and discussed Quaint Oak Bancorp's audited financial statements
with management. The Audit Committee has discussed with the
independent registered public accounting firm the matters required to be
discussed by Statement on Auditing Standards No. 61, "Communication with Audit
Committees." The Audit Committee has received the written disclosures
and the letter from the independent registered public accounting firm required
by Independence Standards Board Standard No. 1, as may be modified or
supplemented, and has discussed with the independent registered public
accounting firm, their independence. Based on the review and
discussions referred to above in this report, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in
Quaint Oak Bancorp's Annual Report on Form 10-K for fiscal year ended December
31, 2008, for filing with the Securities and Exchange
Commission.
Members of the Audit
Committee
Andrew E. DiPiero, Jr., Esq.
Kenneth R. Gant, MBA
Robert J. Phillips
Summary
Compensation Table
The following table
shows the compensation paid by Quaint Oak Bank to our President and Chief
Executive Officer and our Chief Lending Officer for the years ended December 31,
2008 and 2007. No other executive officer of Quaint Oak Bank received
total compensation in excess of $100,000 during fiscal 2008 or
2007.
Name
and Principal Position
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Year
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Salary
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Bonus
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Stock
Awards(1)
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Option
Awards(1)
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All Other
Compensation(2)
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Total
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Robert
T. Strong
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2008
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$220,000
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$24,500
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15,709
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7,854
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$19,296
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$287,359
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President and Chief Executive
Officer
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2007
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220,000
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30,000
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--
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--
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20,487
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270,487
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Curt
T. Schulmeister
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2008
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120,000
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9,200
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847
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423
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10,525
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140,995
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Chief Lending Officer
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2007
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99,519
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16,000
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--
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--
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--
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110,519
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_____________________
(1)
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Reflects
the amount expensed in accordance with Statement of Financial Accounting
Standards No. 123(R) during the fiscal year for awards of restricted stock
and stock options that vested during the fiscal year, with respect to each
of the named executive officers. The valuation of the
restricted stock awards is based on a grant date fair value of $9.05. The
assumptions used in valuing the stock option awards are set forth in Note
11 to the Consolidated Financial Statements included in our 2008 Annual
Report to Shareholders.
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(2)
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Includes
the fair market value of the shares of Quaint Oak Bancorp common stock
allocated to the employee stock ownership plan accounts of Messrs. Strong
and Schulmeister during fiscal 2008 and directors' fees paid to Mr. Strong
during fiscal 2007 based on a closing price of $7.47 on December 31, 2008.
All other compensation does not include amounts attributable to other
miscellaneous benefits. The costs to Quaint Oak Bank of
providing such benefits did not exceed
$10,000.
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The Compensation
Committee approved a base salary of $220,000 for Mr. Strong in fiscal
2008. The dollar amount of his base salary was determined by the
Compensation Committee's review of the local market for chief executive officer
compensation and was intended to ensure that Quaint Oak Bank remained
competitive in attracting and retaining a qualified chief executive
officer. The Compensation Committee allocated a bonus pool for all
employees in 2008 and utilized a performance matrix for determining Mr. Strong’s
bonus of $24,500. The matrix consisted of six targets: loan growth,
deposit growth, net income, efficiency ratio, ratio of non-performing loans to
gross loans and Camel rating. In addition, in fiscal 2008, Mr. Strong
received dues and membership fees for a local country club as a means of
supporting business development. In fiscal 2008, Mr. Strong no longer
received fees for service as a director in view of Quaint Oak Bank's transition
to a public company.
Employment
Agreement
On December 10, 2008,
the Board of Directors of Quaint Oak Bank approved the amendment and restatement
of Mr. Strong's employment agreement. The employment agreement has a
three year term which is automatically extended each year for a successive
additional one-year period, unless either party gives written notice not less
than thirty (30) days nor more than ninety (90) days prior to the annual
anniversary date, not to extend the employment term. We amended and
restated the employment agreement in order to comply with final regulations
issued by the Internal Revenue Service under Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code"). Section 409A of the
Code governs the deferral of compensation where the director, officer or
employee has a legally binding right to compensation that is payable in a future
year. Section 409A imposes new requirements with respect to deferral
elections, payment events and payment elections.
The employment
agreement provides for a minimum base salary of $220,000 to be paid to Mr.
Strong, which may be increased from time to time by the board of
directors. Mr. Strong is also eligible for a bonus in such amount as
determined by the board of directors at their discretion. The
agreement also provides that Mr. Strong may participate in employee benefit
plans, currently consisting only of life insurance, shall be reimbursed for
expenses incurred in performing his duties as President and Chief Executive
Officer and shall be entitled to four weeks of paid vacation each year and ten
days of paid sick leave subject to such increases as the board of directors may
approve.
The employment
agreement is terminable with or without cause by Quaint Oak Bank. The executive
has no right to compensation or other benefits pursuant to the employment
agreement for any period after termination by Quaint Oak Bank for cause, as
defined in the agreement. In the event that the employment agreement
is terminated by Quaint Oak Bank other than for cause or by Mr. Strong as a
result of certain adverse actions which are taken with respect to his employment
following a change in control, as defined, of Quaint Oak Bank, then Mr. Strong
will be entitled to a lump sum cash severance amount equal to 2.99 times his
average annual compensation for the last three calendar years, subject to
reduction pursuant to Section 280G of the Code, as set forth
below.
A change in control
is generally defined in the employment agreement to mean a change in the
ownership of Quaint Oak Bancorp or Quaint Oak Bank or a change in the ownership
of a substantial portion of the assets of Quaint Oak Bancorp or Quaint Oak Bank,
in each case as provided under Section 409A of the Code and the regulations
thereunder.
The employment
agreement provides that, in the event any of the payments to be made thereunder
are deemed to constitute "parachute payments" within the meaning of Section 280G
of the Internal Revenue Code, then such payments and benefits shall be reduced
by the minimum necessary to result in the payments not exceeding three times Mr.
Strong's average annual compensation from Quaint Oak Bank that was includable in
his gross income during the most recent five taxable years ending prior to the
year in which the change in control occurs. As a result, the
severance payment in the event of a change in control will not be subject to a
20% excise tax, and Quaint Oak Bank will be able to deduct such payment as
compensation expense for federal income tax purposes.
In the event that
prior to a change in control the employment agreement is terminated by Quaint
Oak Bank other than for cause or Mr. Strong's death or disability, or by Mr.
Strong for "good reason," as defined, then Quaint Oak Bank will pay Mr. Strong a
lump sum cash severance payment equal to three times his current base salary
within 30 days following his termination. Upon his death or
disability, Quaint Oak Bank shall pay Mr. Strong or his estate or legal
representative, a lump sum cash severance payment equal to one times his current
base salary within 30 days following his termination, plus a lump sum equal to
the prorated portion of the bonus that would have been paid if he had remained
employed for the full calendar year, based upon the portion of the year that he
was able to perform his duties prior to his death or
disability.
Outstanding
Equity Awards at Fiscal Year-End
Quaint Oak Bancorp
made awards of restricted stock and grants of stock options during fiscal 2008
to its executive officers and other employees. The table below sets
forth outstanding equity awards at December 31, 2008 to our named executive
officers.
|
|
|
|
|
|
|
|
|
Stock
Awards
|
|
|
Option
Awards
|
|
|
|
Market
Value
|
|
|
|
|
|
|
|
|
Number
of Shares
|
|
of
Shares or
|
|
|
Number
of Securities Underlying
|
|
|
|
Option
|
|
or
Units of Stock
|
|
Units
of Stock
|
|
|
Unexercised
Options
|
|
|
|
Expiration
|
|
That
Have Not
|
|
That
Have Not
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Date(1)
|
|
Vested
|
|
Vested(2)
|
Robert
T. Strong
|
|
--
|
|
34,715
|
|
$10.00
|
|
5/14/2018
|
|
13,886
|
|
$103,728
|
Curt
T. Schulmeister
|
|
--
|
|
2,244
|
|
10.00
|
|
5/14/2018
|
|
898
|
|
6,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
___________________
(1)
|
Granted
pursuant to our 2008 Stock Option Plan and vests at a rate of 20% per year
and 16.667% per year for Mr. Strong and Mr. Schulmeister, respectively,
commencing on May 14, 2009.
|
(2)
|
Calculated
by multiplying the closing market price of our common stock on December
31, 2008, which was $7.47, by the applicable number of shares of common
stock underlying the executive officer's stock
awards.
|
BENEFICIAL
OWNERSHIP OF COMMON STOCK
BY
CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
The following table
sets forth, as of March 30, 2009, the voting record date, certain information as
to our common stock beneficially owned by (a) each person or entity, including
any "group" as that term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934 who or which was known to us to be the beneficial owner of more than
5% of our issued and outstanding common stock, (b) our directors, (c) certain
executive officers, and (d) all directors and executive officers as a
group.
|
|
Common
Stock Beneficially Owned as
of
March 30, 2009(1)
|
|
|
|
|
Quaint
Oak Bancorp, Inc. Employee Stock Ownership Plan Trust
607 Lakeside Drive
Southampton, Pennsylvania
18966
|
|
111,090(3)
|
|
8.3
|
|
|
|
|
|
Jeffrey
Thorp IRA, HSBC Bank USA, N.A. as custodian,
Jeffrey Thorp and Lisa S.
Thorp
954 Third Avenue, No.
705
New York, New York
10022
|
|
75,248(4)
|
|
5.6
|
|
|
|
|
|
Black
River BancVenture,
Inc.
8245 Tournament Drive, Suite
270
Memphis, Tennessee
38125
|
|
70,667(5)
|
|
5.3
|
|
|
|
|
|
Directors:
|
|
|
|
|
George M. Ager,
Jr.
|
|
11,666(6)(7)
|
|
*
|
John J. Augustine,
CPA
|
|
13,466(6)(8)
|
|
1.0
|
James J. Clarke,
Ph.D.
|
|
7,166(6)
|
|
*
|
Andrew E. DiPiero, Jr.,
Esq.
|
|
10,166(6)(9)
|
|
*
|
Kenneth R. Gant,
MBA
|
|
15,766(6)(10)
|
|
1.2
|
Robert J.
Phillips
|
|
22,497(6)(11)
|
|
1.7
|
Marsh B.
Spink
|
|
17,166(6)(12)
|
|
1.3
|
Robert T.
Strong
|
|
54,866(6)(13)
|
|
4.1
|
|
|
|
|
|
Other
Executive Officer:
|
|
|
|
|
Curt T.
Schulmeister
|
|
3,181(6)(14)
|
|
*
|
|
|
|
|
|
All
directors and executive officers as a group (9 persons)
|
|
162,173
|
|
12.0%
|
____________________
* Represents
less than 1% of our outstanding common stock.
(1)
|
Based
upon filings made with the Securities and Exchange Commission and
information furnished by the respective individuals. Under
regulations promulgated pursuant to the Securities and Exchange Act,
shares of common stock are deemed to be beneficially owned by a person if
he or she directly or indirectly has or shares (a) voting power, which
includes the power to vote or to direct the voting of the shares, or (b)
investment power, which includes the power to dispose or to direct the
disposition of the shares. Unless otherwise indicated, the
named beneficial owner has sole voting and dispositive power with respect
to the shares.
|
(2)
|
Each
beneficial owner's percentage ownership is determined by assuming that
options held by such person (but not those held by any other person) and
that are exercisable within 60 days of the voting record date have been
exercised.
|
|
(Footnotes
continued on following page)
|
____________________
(3)
|
Messrs.
Robert T. Strong and John J. Augustine and Ms. Diane J. Colyer act as
trustees of the Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan
Trust. As of March 30, 2009, 9,257 shares held in the plan
trust were allocated to the accounts of participating employees and
101,833 shares were held, unallocated, for allocation in future
years. In general, the allocated shares held in the plan trust
as of March 30, 2009, will be voted by the plan trustees in accordance
with the instructions of the participants. Any unallocated shares are
generally required to be voted by the plan trustees in the same proportion
as shares which have been allocated to participants are directed to be
voted, subject to each case to the fiduciary duties of the plan trustees
and applicable law. The amount of our common stock beneficially
owned by officers who serve as plan trustees and by all directors and
executive officers as a group does not include the shares held by the plan
trust other than shares specifically allocated to the individual officer’s
account.
|
(4)
|
Based
on information obtained from a Schedule 13G/A, filed by Jeffrey Thorp IRA,
HSBC Bank USA, N.A. as custodian, Jeffrey Thorp and Lisa S. Thorp with the
SEC on February 5, 2009. Jeffrey Thorp reports shared voting
and dispositive power over the 62,748 shares held in his individual
retirement account and the 12,500 shares held by Lisa S.
Thorp.
|
(5)
|
Based
on information obtained from an amended Schedule 13G filed by Black River
BancVenture, Inc. with the SEC on December 7, 2007. Black River
BancVenture, Inc. reported sole voting and dispositive power with respect
to the 70,667 shares.
|
(6)
|
Includes
shares held in trust by Quaint Oak Bancorp's 2008 Recognition and
Retention Plan ("RRP") which have been awarded to the directors and
officers and over which they have voting power and stock options which
have been granted to the directors and officers under Quaint Oak Bancorp's
2008 Stock Option Plan and which are exercisable within 60 days of the
voting record date as follows:
|
|
|
|
|
|
George
M. Ager, Jr.
|
|
2,777
|
|
1,389
|
John
J. Augustine, CPA
|
|
2,777
|
|
1,389
|
James
J. Clarke, Ph.D.
|
|
2,777
|
|
1,389
|
Andrew
E. DiPiero, Jr., Esq.
|
|
2,777
|
|
1,389
|
Kenneth
R. Gant, MBA
|
|
2,777
|
|
1,389
|
Robert
J. Phillips
|
|
8,331
|
|
4,166
|
Marsh
B. Spink
|
|
2,777
|
|
1,389
|
Robert
T. Strong
|
|
13,886
|
|
6,943
|
Curt
T. Schulmeister
|
|
898
|
|
374
|
|
|
|
|
|
All
directors and executive officers as a group (9 persons)
|
|
41,210
|
|
20,534
|
(7) Includes
7,500 shares held jointly with Mr. Ager's spouse.
(8)
|
Includes
1,500 shares held by Mr. Augustine's spouse and 7,800 shares held in Mr.
Augustine's individual retirement
account.
|
(9)
|
Includes
1,000 shares held by Mr. DiPiero's spouse and 5,000 shares held in Mr.
DiPiero's individual retirement
account.
|
(10)
|
Includes
10,000 shares held in Mr. Gant's individual retirement account and 1,600
shares held by Mr. Gant's children.
|
(11)
|
Includes
9,042 shares held jointly with Mr. Phillips's spouse, 628 shares held in
Mr. Phillip's individual retirement account and 330 shares held by his
spouse.
|
(12)
|
Includes
1,000 shares held jointly with Mr. Spink's spouse and 12,000 shares held
in Mr. Spink's individual retirement
account.
|
(13)
|
Includes
25,000 shares held jointly with Mr. Strong's spouse, 5,500 shares held in
Mr. Strong's individual retirement account and 3,537 shares allocated to
Mr. Strong's account in the ESOP.
|
(14)
|
Includes
500 shares held in Mr. Schulmeister's individual retirement account and
1,409 shares allocated to Mr. Schulmeister's account in the
ESOP.
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the
Securities Exchange Act of 1934 requires our executive officers and directors,
and persons who own more than 10% of Quaint Oak Bancorp, Inc.'s common stock to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than 10%
shareholders are required by regulation to furnish us with copies of all Section
16(a) forms they file.
We know
of no person who owns 10% or more of our common
stock.
Based solely on
review of the copies of such forms furnished to us, or written representations
from our officers and directors, we believe that during, and with respect to,
fiscal 2008, our officers and directors complied in all respects with the
reporting requirements promulgated under Section
16(a).
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (Proposal
Two)
|
Our Audit Committee
has appointed Beard Miller Company LLP, independent registered public accounting
firm, to perform the audit of Quaint Oak Bancorp's financial statements for the
year ending December 31, 2009, and further directed that their selection be
submitted for ratification by the shareholders at the annual
meeting.
We have been advised
by Beard Miller Company LLP that neither that firm nor any of its associates has
any relationship with Quaint Oak Bancorp or Quaint Oak Bank other than the usual
relationship that exists between independent registered public accounting firms
and their clients. Beard Miller Company LLP will have one or more
representatives at the annual meeting who will have an opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions.
In determining
whether to appoint Beard Miller Company LLP as our independent registered public
accounting firm, the Audit Committee considered whether the provision of
services, other than auditing services, by Beard Miller Company LLP is
compatible with maintaining their independence. In addition to
performing auditing services, Beard Miller Company LLP performed tax-related
services, including the completion of Quaint Oak Bancorp's corporate tax returns
in 2008 and Quaint Oak Bank's in 2006. The Audit Committee believes
that Beard Miller Company LLP's performance of these other services is
compatible with maintaining their independence.
The
Board of Directors recommends that you vote FOR the ratification of the
appointment
of
Beard Miller Company LLP as our independent registered public accounting
firm
for
the fiscal year ending December 31, 2009.
Audit
Fees
The Audit Committee
selects our independent registered public accounting firm and pre-approves all
audit services to be provided by it to Quaint Oak Bancorp. The Audit
Committee also reviews and pre-approves all audit-related and non-audit related
services rendered by our independent registered public accounting firm in
accordance with the Audit Committee's charter. In its review of these
services and related fees and terms, the Audit Committee considers, among other
things, the possible effect of the performance of such services on the
independence of our independent registered public accounting
firm. The Audit Committee separately approves other individual
engagements as necessary. The chair of the Audit Committee has been
delegated the authority to approve audit-related and non-audit related services
in lieu of the full Audit Committee, and presents all such previously-approved
engagements to the full Audit Committee.
The following table
sets forth the aggregate fees paid by us to Beard Miller Company LLP for
professional services rendered in connection with the audit of Quaint Oak
Bancorp's consolidated financial statements for 2008 and 2007, as well as the
fees paid by us to Beard Miller Company LLP for audit-related services, tax
services and all other services rendered to us during 2008 and
2007.
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees
|
|
$
|
65,363
|
|
|
$
|
57,534
|
|
Audit-related
fees (1)
|
|
|
419
|
|
|
|
47,522
|
|
Tax
fees (2)
|
|
|
8,363
|
|
|
|
20,159
|
|
All
other fees
|
|
|
--
|
|
|
|
--
|
|
Total
|
|
$
|
74,145
|
|
|
$
|
125,215
|
|
|
|
Audit-related
fees in 2007 primarily consist of fees incurred in connection with the
review of the registration statement in connection with the conversion of
Quaint Oak Bank.
|
|
|
Tax
fees consist primarily of fees paid in connection with preparing federal
and state income tax returns and other tax related
services.
|
Each new engagement
of Beard Miller Company LLP was approved in advance by the Audit Committee, and
none of those engagements made use of the
de minimis
exception to pre-approval contained in the SEC's
rules.
SHAREHOLDER
PROPOSALS, NOMINATIONS AND COMMUNICATIONS
WITH
THE BOARD OF DIRECTORS
|
Shareholder
Proposals.
Any proposal which a shareholder wishes to have
included in the proxy materials of Quaint Oak Bancorp relating to the next
annual meeting of shareholders, which is scheduled to be held in May, 2010, must
be received at our principal executive offices located at Lakeside Office Park,
607 Lakeside Drive, Southampton, Pennsylvania 18966, Attention: Diane
J. Colyer, Corporate Secretary, no later than December 14, 2009. If
such proposal is in compliance with all of the requirements of Rule 14a-8 under
the Exchange Act, it will be included in the proxy statement and set forth on
the form of proxy issued for such annual meeting of shareholders. It
is urged that any such proposals be sent certified mail, return receipt
requested.
Shareholder proposals
which are not submitted for inclusion in our proxy materials pursuant to Rule
14a-8 under the 1934 Act may be brought before an annual meeting pursuant to
Section 2.10 of our Bylaws, which provides that the shareholder must give timely
notice thereof in writing to the Corporate Secretary. To be timely
with respect to the annual meeting of shareholders scheduled to be held in May
2010, a shareholder's notice must be delivered to, or mailed and received at,
our principal executive offices no later than December 14, 2009. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting the information required
by Section 2.10 of our Bylaws.
Shareholder
Nominations
. Our Bylaws provide that, subject to the rights of
the holders of any class or series of stock having a preference over the common
stock as to dividends or upon liquidation, all nominations for election to the
Board of Directors, other than those made by the Board or the Nominating
Committee thereof, shall be made by a shareholder who has complied with the
notice provisions in the Bylaws. Written notice of a shareholder
nomination generally must be communicated to the attention of the Corporate
Secretary and either delivered to, or mailed and received at, our principal
executive offices not later than, with respect to an annual meeting of
shareholders, 120 days prior to the anniversary date of the mailing of proxy
materials by us in connection with the immediately preceding annual meeting of
shareholders. For our annual meeting in 2010, this notice must be
received by December 14, 2009. Each written notice of a shareholder
nomination is required to set forth certain information specified in Section
3.12 of Quaint Oak Bancorp's Bylaws. We did not receive any
shareholder nominations with respect to this annual
meeting.
Other Shareholder
Communications.
Our Board of Directors has adopted a formal
process by which shareholders may communicate with the
Board. Shareholders who wish to communicate with our Board of
Directors may do so by sending written communications addressed to the Board of
Directors of Quaint Oak Bancorp, Inc., c/o Diane J. Colyer, Corporate Secretary,
Lakeside Office Park, 607 Lakeside Drive, Southampton, Pennsylvania
18966.
A copy of our Annual
Report to Shareholders for the year ended December 31, 2008 accompanies this
proxy statement. Such annual report is not part of the proxy
solicitation materials.
Upon receipt of a
written request, we will furnish to any shareholder without charge a copy of our
Annual Report on Form 10-K (without exhibits) for fiscal 2008 required to be
filed with the Securities and Exchange Commission. In addition, upon written
request, we will furnish copies of the exhibits to the Annual Report on Form
10-K for a fee that covers our reasonable expenses in furnishing such
exhibits. Such written requests should be directed to Diane J.
Colyer, Corporate Secretary, Quaint Oak Bancorp, Lakeside Office Park, 607
Lakeside Drive, Southampton, Pennsylvania 18966. The Form 10-K is not
part of the proxy solicitation materials.
Management is not
aware of any business to come before the annual meeting other than the matters
described above in this proxy statement. However, if any other
matters should properly come before the meeting, it is intended that the proxies
solicited hereby will be voted with respect to those other matters in accordance
with the judgment of the persons voting the proxies.
The cost of the
solicitation of proxies will be borne by Quaint Oak Bancorp. We will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending the proxy materials to the beneficial
owners of our common stock. In addition to solicitations by mail, our
directors, officers and employees may solicit proxies personally or by telephone
without additional compensation.
[X] Please Mark
Votes
|
QUAINT
OAK BANCORP, INC.
|
|
As in This
Example
|
REVOCABLE
PROXY
|
|
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF QUAINT OAK BANCORP,
INC. FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2009
AND AT ANY ADJOURNMENT
THEREOF.
The
undersigned hereby appoints the Board of Directors of Quaint Oak Bancorp, Inc.
or any successors thereto, as proxies with full powers of substitution, to
represent and vote, as designated below, all the shares of common stock of
Quaint Oak Bancorp, Inc. (the "Company") held of record by the undersigned on
March 30, 2009, at the Annual Meeting of Shareholders to be held at the
Company's corporate headquarters located at Lakeside Office Park, 607 Lakeside
Drive, Southampton, Pennsylvania 18966, on Wednesday, May 13, 2009, at 2:00
p.m., Eastern time, and any adjournment
thereof.
1. ELECTION
of directors for three year term (except as marked to the contrary
below).
[ ]
FOR [
] WITHHOLD [
] FOR ALL EXCEPT
NOMINEES
for three year term expiring in 2012:
|
Andrew
E. DiPiero, Esq. and Robert J.
Phillips
|
INSTRUCTION:
To withhold authority to vote for any individual nominee, mark "For All Except"
and
write that nominee's name in the space provided below.
_______________________________________________
2. PROPOSAL
to ratify the appointment of Beard Miller Company LLP as Quaint Oak Bancorp's
independent registered public accounting firm for the fiscal year ending
December 31, 2009.
[ ]
FOR [
] AGAINST
[ ] ABSTAIN
3. In
their discretion, the Trustees are authorized to vote upon such other business
as may properly come before the meeting.
PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING
[
]
The Board of
Directors recommends that you vote "FOR" all the nominees listed above and "FOR"
the ratification of Beard Miller Company LLP.
THIS PROXY IS
SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE COMPANY'S
COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES TO
THE BOARD OF DIRECTORS AND FOR THE RATIFICATION OF AUDITORS AND OTHERWISE AT THE
DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME
PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
Please sign this
proxy exactly as your name(s) appear(s) on this proxy. When signing
in a representative capacity, please give title. When shares are held
jointly, only one holder need sign.
Please
be sure to date this Proxy and sign in
the
box below.
|
Date
|
|
Shareholder
sign above
|
|
Co-holder
(if any) sign above
|
|
----------------------------------------------------------------------------------------------------------------------------------------------------------------
▲ Detach
above card, sign, date and mail in postage paid envelope provided.
▲
QUAINT OAK BANCORP, INC.
|
PLEASE ACT
PROMPTLY
|
SIGN, DATE &
MAIL YOUR PROXY CARD
TODAY
|
IF YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
___________________________________________________
___________________________________________________
__________________________________________________
DRIVING
DIRECTIONS
Lakeside Office
Park is located at the intersection of Route 132 (Street Road) and Mill
Creek Drive.
The
entrance is across from Mill Creek Drive; and we are located at the
southeast corner of the office park.
If
you are driving from:
I-95 and
Street Road
: proceed west on Street Road approximately 7
miles.
Pennsylvania
Turnpike
and Route 1 South:
proceed west on Street Road
approximately 2 ½ miles.
Bustleton
Avenue
:
proceed
north on Bustleton Avenue to Street Road. Turn left and proceed
approximately one mile.
Huntingdon
Pike (Route 232):
proceed north on Huntingdon Pike to
Street Road. Turn right and proceed approximately 1.8
miles.
|
QUAINT OAK BANCORP, INC.
RECOGNITION AND RETENTION
PLAN
VOTING INSTRUCTION
BALLOT
|
____________________
|
|
|
|
|
[x]
Please Mark
Votes
|
QUAINT
OAK BANCORP, INC.
|
|
As in This Example
|
ANNUAL
MEETING OF SHAREHOLDERS
|
|
|
____________________
|
|
The undersigned
hereby instructs the Trustees of the 2008 Recognition and Retention Plan (the
"Recognition Plan") of Quaint Oak Bancorp, Inc. to vote, as designated below,
all the shares of common stock of Quaint Oak Bancorp, Inc. granted pursuant to
the Recognition Plan to the undersigned as of March 30, 2009 at the Annual
Meeting of Shareholders to be held at Quaint Oak Bancorp's main office located
at Lakeside Office Park, 607 Lakeside Drive, Southampton, Pennsylvania, on
Wednesday, May 13, 2009, at 2:00 p.m., Eastern time, or at any adjournment
thereof.
1. ELECTION
of directors for three year term.
[
]
FOR [
] WITHHOLD [
] FOR ALL EXCEPT
NOMINEES
for three year term expiring in 2012:
|
Andrew
E. DiPiero, Esq. and Robert J.
Phillips
|
INSTRUCTION:
To withhold authority to vote for any individual nominee, mark "For All
Except"
and
write that nominee's name in the space provided below.
_______________________________________________
2. PROPOSAL
to ratify the appointment of Beard Miller Company LLP as Quaint Oak Bancorp's
independent registered public accounting firm for the fiscal year ending
December 31, 2009.
[ ]
FOR [
] AGAINST
[ ] ABSTAIN
3. In
their discretion, the Trustees are authorized to vote upon such other business
as may properly come before the meeting.
The Board of
Directors recommends that you vote "FOR" all the nominees listed above and "FOR"
the ratification of Beard Miller Company LLP.
THE SHARES OF QUAINT
OAK BANCORP'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR THE NOMINEES TO THE BOARD OF
DIRECTORS AND FOR RATIFICATION OF QUAINT OAK BANCORP'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM, AND OTHERWISE AT THE DISCRETION OF THE
TRUSTEES.
The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders of
Quaint Oak Bancorp, Inc. and the accompanying Proxy Statement and Annual Report
for the year ended December 31, 2008 prior to the signing of this
card.
Please sign this card
exactly as your name appears on this card. When signing in a
representative capacity, please give title.
Please
be sure to sign and
date
this Card.
|
Date
|
|
Participant
sign above
|
|
|
|
April 13,
2009
To:
|
Persons
Granted Restricted Stock under Quaint Oak Bancorp's Recognition and
Retention Plan (the "Recognition
Plan")
|
Re: Instructions
for voting shares of Quaint Oak Bancorp, Inc.
As described in the
enclosed materials, proxies are being solicited in connection with the proposals
to be considered at the upcoming Annual Meeting of Shareholders of Quaint Oak
Bancorp, Inc. We hope you will take advantage of the opportunity to
direct the manner in which shares of common stock of Quaint Oak Bancorp granted
to you pursuant to the 2008 Recognition and Retention Plan will be
voted.
Enclosed with this
letter is the Proxy Statement, which describes the matters to be voted upon,
2008 Annual Report to Shareholders and Voting Instruction
Ballot. After you have reviewed the Proxy Statement, we urge you to
vote the restricted shares granted to you by marking, dating, signing and
returning the enclosed Voting Instruction Ballot. Mr. Augustine will
tabulate the votes for the purpose of having those shares voted by the Trustees
at the Annual Meeting.
We urge each of you
to vote, as a means of participating in the governance of the affairs of Quaint
Oak Bancorp. If your voting instructions are not received, the
restricted shares granted to you will be voted by the Trustees in their sole
discretion. While I hope that you will vote in the manner recommended
by the Board of Directors, the most important thing is that you vote in whatever
manner you deem appropriate. Please take a moment to do
so.
Please note that the
enclosed material relates only to those shares which have been granted to you
pursuant to the 2008 Recognition and Retention Plan. If you also own
shares of Quaint Oak Bancorp common stock outside of the Recognition Plan, you
should receive other voting material for those shares owned by you
individually. Please return all your voting material so that all your
shares may be voted.
Sincerely,
Robert T. Strong
President and Chief Executive
Officer
|
QUAINT
OAK BANCORP, INC.
|
|
|
EMPLOYEE
STOCK OWNERSHIP PLAN
|
|
|
VOTING
INSTRUCTION BALLOT
|
|
|
____________________
|
|
|
|
|
|
QUAINT
OAK BANCORP, INC.
|
|
Please Mark Votes
|
ANNUAL
MEETING OF SHAREHOLDERS
|
|
As in This Example
|
____________________
|
|
The undersigned
hereby instructs the Trustees of the Employee Stock Ownership Plan (the "ESOP")
of Quaint Oak Bancorp, Inc. to vote, as designated below, all the shares of
common stock of Quaint Oak Bancorp, Inc. allocated to my ESOP account as of
March 30, 2009 at the Annual Meeting of Shareholders to be held at Lakeside
Office Park, 607 Lakeside Drive, Southampton, Pennsylvania, on Wednesday, May
13, 2009, at 2:00 p.m., Eastern time, or at any adjournment
thereof.
1. ELECTION
of directors for three year term.
[ ]
FOR [
] WITHHOLD [
] FOR ALL EXCEPT
NOMINEES
for three year term expiring in 2012:
|
Andrew
E. DiPiero, Esq. and Robert J.
Phillips
|
INSTRUCTION:
To withhold authority to vote for any individual nominee, mark "For All Except"
and write that nominee's name in the space provided below.
_______________________________________________
2. PROPOSAL
to ratify the appointment of Beard Miller Company LLP as Quaint Oak Bancorp's
independent registered public accounting firm for the fiscal year ending
December
31, 2009.
[
]
FOR [
] AGAINST [
] ABSTAIN
3. In
their discretion, the Trustees are authorized to vote upon such other business
as may properly come before the meeting.
The Board of
Directors recommends that you vote "FOR" all the nominees listed above and "FOR"
the ratification of Beard Miller Company LLP.
THE SHARES OF QUAINT
OAK BANCORP'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR THE NOMINEES TO THE BOARD OF
DIRECTORS AND FOR RATIFICATION OF QUAINT OAK BANCORP'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM, AND OTHERWISE AT THE DISCRETION OF THE
TRUSTEES.
The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders of
Quaint Oak Bancorp, Inc. and the accompanying Proxy Statement and Annual Report
for the year ended December 31, 2008 prior to the signing of this
card.
Please sign this card
exactly as your name appears on this card. When signing in a
representative capacity, please give title.
Please
be sure to sign and
date
this Card.
|
Date
|
|
Participant
sign above
|
|
|
|
April 13,
2009
To:
|
Participants
in the Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan (the
"ESOP")
|
Re: Instructions
for voting shares of Quaint Oak Bancorp, Inc.
As described in the
enclosed materials, proxies are being solicited in connection with the proposals
to be considered at the upcoming Annual Meeting of Shareholders of Quaint Oak
Bancorp, Inc. We hope you will take advantage of the opportunity to
direct the manner in which shares of common stock of Quaint Oak Bancorp
allocated to your account in the Quaint Oak Bancorp, Inc. ESOP will be
voted.
Enclosed with this
letter is the Proxy Statement, which describes the matters to be voted upon,
2008 Annual Report to Shareholders and Voting Instruction
Ballot. After you have reviewed the Proxy Statement, we urge you to
vote your allocated shares held in the ESOP by marking, dating, signing and
returning the enclosed Voting Instruction Ballot. Mr. Augustine will
tabulate the votes for the purpose of having those shares voted by the
Trustees.
We urge each of you
to vote, as a means of participating in the governance of the affairs of Quaint
Oak Bancorp. If your voting instructions are not received, the shares
allocated to your ESOP account will generally
not
be voted. While I hope that you will vote in the manner recommended
by the Board of Directors, the most important thing is that you vote in whatever
manner you deem appropriate. Please take a moment to do
so.
Please note that the
enclosed material relates only to those shares which have been allocated to you
in your account under the ESOP. If you also own shares of Quaint Oak
Bancorp common stock outside of the ESOP, you should receive other voting
material for those shares owned by you individually. Please return
all your voting material so that all your shares may be
voted.
Sincerely,
Robert T. Strong
President and Chief Executive
Officer