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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Quaint Oak Bancorp Inc (QB) | USOTC:QNTO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.77 | 10.75 | 11.10 | 10.77 | 10.77 | 10.77 | 100 | 21:32:07 |
Check the appropriate box:
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Preliminary Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Quaint Oak Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount previously paid:
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Form, schedule or registration statement no.:
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Filing party:
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Date filed:
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TABLE OF CONTENTS
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Page
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About the Annual Meeting of Shareholders
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1
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Information with Respect to Nominees for Director, Continuing Directors and Executive Officers
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3
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Election of Directors (Proposal One)
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3
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Directors Whose Terms Are Continuing
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4
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Executive Officers Who Are Not Also Directors
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5
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Committees and Meetings of the Board of Directors
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6
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Board Leadership Structure
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7
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Board’s Role in Risk Oversight
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7
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Director Compensation
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8
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Directors’ Attendance at Annual Meetings
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8
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Director Nominations
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9
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Related Party Transactions
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9
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Executive Compensation
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10
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Summary Compensation Table
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10
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Employment Agreements
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10
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Retirement Benefits
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11
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Outstanding Equity Awards at Fiscal Year-End
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12
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Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal Two)
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12
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Change in Auditors
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13
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Audit Fees
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13
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Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management
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14
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Section 16(a) Beneficial Ownership Reporting Compliance
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15
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Report of the Audit Committee
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16
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Shareholder Proposals, Nominations and Communications with the Board of Directors
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16
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Annual Reports
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17
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Other Matters
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17
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ABOUT THE ANNUAL MEETING OF SHAREHOLDERS
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First, you may complete and submit a new proxy. 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, Inc., Ms. Diane J. Colyer, Corporate Secretary, Quaint Oak Bancorp, Inc., 501 Knowles Avenue, Southampton, Pennsylvania 18966, stating that you would like to revoke your proxy.
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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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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
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Name
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Age and Principal Occupation During the Past Five Years/Public Directorships
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George M. Ager
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Director. Previously, Vice Chairman of the Board of Quaint Oak Bank from 1984 to April 2007. Currently retired. Age 77.
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Mr. Ager has served as a Director since 1968 and brings the perspective of intimate knowledge of the Philadelphia area to the Board. Philadelphia has been described as a City of neighborhoods and Mr. Ager has worked the majority of them through his prior employment with a major utility company. This geographic knowledge overlays the Bank’s major investment area.
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Name
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Age and Principal Occupation During the Past Five Years/Public Directorships
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James J. Clarke, Ph.D.
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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. Trustee of Reliance Bank, Altoona, Pennsylvania since August 1995. Trustee of Phoenixville Federal Bank and Trust, Phoenixville, Pennsylvania since January 2011. Director and Chair of the Audit Committee of Wright Investors’ Service, a privately held company, Milford, Connecticut, since December 2002. Director of First Financial Bank, Downingtown, Pennsylvania and its public holding company, Chester Valley Bancorp Inc., from 2004 to 2005. Prior thereto, Mr. Clarke served as Professor of Finance and Economics, Villanova University from 1972 to 2002. Age 72.
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Mr. Clarke has served as a Director since 2007 and holds the position of Chairman of the Asset and Liability Committee. His background as a professor of finance and economics and currently as a consultant to the banking industry brings unusual depth and perspective as a Director.
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Marsh B. Spink
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Director. Managing Partner of Lawn-Crest Realty, Philadelphia, Pennsylvania since 1962. Age 75.
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Mr. Spink has served as a Director since 1988 and holds the position of Chairman of the Corporate Governance Committee, the moral compass of the Board. His life work has been in the real estate sales, management and construction business in the greater Philadelphia area which parallels the primary business activities of the Bank.
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Name
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Age and Principal Occupation During the Past Five Years/Public Directorships
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Andrew E. DiPiero, Jr., Esq.
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Director. Attorney with Baratta, Russell & Baratta, Huntingdon Valley, Pennsylvania since November 2011. Prior thereto, Partner with Stampone, D’Angelo, Renzi, DiPiero, Attorneys at Law, P.C., Cheltenham, Pennsylvania, since June 2004. Age 61.
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Mr. DiPiero has served as a Director since 1984 and holds the position of Chairman of the Audit Committee. He brings the expertise of a practicing attorney to the Board of Directors and has an insight into the Lehigh Valley market area, having represented numerous clients in that region. Additionally, he is AV rated by Martindale Hubbell and has been awarded the designation of Super Lawyer by Philadelphia Magazine for each of the last seven years.
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Robert J. Phillips
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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. Age 67.
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Mr. Phillips has served as a director since 1968 and Chairman since 1984. Mr. Phillips also acts as a liaison to the Bank’s community serving in the position of Director of the Centennial Education Foundation along with being a Director and past President of the Southampton Business and Professional Association. He has been honored in 2010 with the Southampton Outstanding Citizen Citation.
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Name
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Age and Principal Occupation During the Past Five Years/Public Directorships
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John J. Augustine, CPA
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Director. Chief Financial Officer of Quaint Oak Bancorp and Chief Financial Officer and Treasurer of Quaint Oak Bank since October 5, 2009 and Executive Vice President of Quaint Oak Bank since May 2013. Previously, Senior Audit Manager of Teleflex, Inc., Limerick, Pennsylvania from February 2006 to September 2009. Prior thereto, Mr. Augustine was a self-employed consultant for JJA Consulting, Lansdale, Pennsylvania from January 2004 to February 2006; and Executive Vice President and Chief Financial Officer of Reda Sports, Inc., West Easton, Pennsylvania from March 1997 to January 2004. Age 61.
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Mr. Augustine has served as a Director since 2000. As a certified public accountant he brings extensive business and consulting experience to the Board. He has more than 20 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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Kenneth R. Gant, MBA
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Director. Non-employee Secretary/Treasurer of Quaint Oak Bank’s Board through July 2007. Currently, Associate Agent of Landis Agencies, Quakertown, 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. Age 55.
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Mr. Gant has served as a Director since 1986, and brings the perspective of risk management to the Board from his business life involvement, at many levels, in the insurance business. Mr. Gant has also earned his MBA degree which brings a higher view of business activities to his position as Director. Mr. Gant also holds the CIC (Certified Insurance Counselor), CPCU (Chartered Property and Casualty Underwriter) and CRM (Certified Risk Manager) designations.
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Robert T. Strong
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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. Prior thereto, Mr. Strong was responsible for residential mortgage banking as Senior Vice President of Prime Bank, Fort Washington, Pennsylvania. Age 67.
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Mr. Strong has served as a Director since 2000 and, having focused his professional career in banking brings an extensive background in financial institutions and leadership expertise to the Board. Mr. Strong also brings entrepreneurial business knowledge and experience to the Board through his prior ownership and operation of Strong Financial Corporation. He has extensive mortgage banking experience in the Bank’s market area and significant knowledge of the local real estate market.
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Name
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Fees Earned or
Paid in Cash
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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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George M. Ager, Jr.
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$ | 30,475 | $ | 16,200 | $ | 9,510 | $ | 95 | $ | 56,280 | ||||||||||
James J. Clarke, Ph.D.
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17,100 | 16,200 | 9,510 | 95 | 42,905 | |||||||||||||||
Andrew E. DiPiero, Jr., Esq.
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18,700 | 16,200 | 9,510 | 95 | 44,505 | |||||||||||||||
Kenneth R. Gant, MBA
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19,750 | 16,200 | 9,510 | 95 | 45,555 | |||||||||||||||
Robert J. Phillips
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65,275 | 24,300 | 15,850 | 283 | 105,708 | |||||||||||||||
Marsh B. Spink
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25,300 | 16,200 | 9,510 | 95 | 51,105 |
(1)
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These amounts represent the aggregate grant date fair value of restricted stock awards and option grants during the year ended December 31, 2013, in accordance with FASB ASC Topic 718. The assumptions used for calculating the grant date fair value are set forth in Note 13 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 27, 2014. These amounts do not represent actual amounts paid to or realized by our directors for these awards during fiscal year 2013. As of December 31, 2013, each of our non-employee directors had 1,000 shares of unvested restricted stock and an aggregate of 9,943 stock options, except for Mr. Phillips who had 1,500 shares of unvested restricted stock and an aggregate of 25,829 stock options.
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(2)
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Consists of dividends paid on shares of restricted stock that vested during 2013.
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ensuring that the Board of Directors, as a whole, is diverse by considering:
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individuals with various and relevant career experience;
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relevant technical skills;
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industry knowledge and experience;
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financial expertise (including expertise that could qualify a director as a “financial expert,” as that term is defined by the rules of the SEC); and
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local or community ties, and
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minimum individual qualifications, including:
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strength of character;
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mature judgment;
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familiarity with our business and industry;
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independence of thought; and
an ability to work collegially.
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EXECUTIVE COMPENSATION
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Stock | Option | All Other | ||||||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus (1) | Awawrds (2) | Awards (2) | Compensation (3) | Total | |||||||||||||||||||||
Robert T. Strong
President and Chief Executive Officer
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2013
2012
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$
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242,000
234,000
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$
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24,777
44,143
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$
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81,000
--
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$
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47,550
--
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$
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24,066
20,261
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$
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419,393
298,404
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John J. Augustine
Chief Financial Officer
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2013
2012
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160,000
154,500
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11,150
19,380
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56,700
--
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31,700
--
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17,936
13,045
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277,486
186,924
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Curt T. Schulmeister
Chief Lending Officer
Quaint Oak Bank
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2013
2012
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135,000
131,000
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7,744
15,211
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25,920
--
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15,850
--
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13,343
10,415
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197,857
156,626
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(1)
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Reflects bonus for the fiscal year, paid in the following fiscal year.
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(2)
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Reflects the grant date fair value in accordance with FASB ASC Topic 718 for awards of restricted stock and stock options that were granted during the fiscal year. The valuation of the restricted stock awards is based on a grant date fair value of $16.20. The assumptions used in valuing the stock option awards are set forth in Note 13 to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2013.
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(3)
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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, Augustine and Schulmeister during fiscal 2013 based on a closing price of $16.20 on December 31, 2013, dividends paid on shares of restricted stock that vested during 2013 and life insurance premiums. 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 $10,000.
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Option Awards
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Stock Awards
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Number of Securities
Underlying
Unexercised Options
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Exercise
Price
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Option
Expiration
Date
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Number of
Shares or Units
of Stock That
Have Not Vested
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Market Value of Shares or Units of Stock That Have
Not Vested
(3)
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Name |
Exercisable
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Unexercisable
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Robert T. Strong
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34,715
--
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--
15,000
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$
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10.00
16.20
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5/14/2018
(1)
5/8/2023
(2)
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5,000
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$
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81,000
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John J. Augustine
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6,943
--
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--
10,000
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10.00
16.20
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5/14/2018
(1)
5/8/2023
(2)
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3,500
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56,700
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Curt T. Schulmeister
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1,870
--
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374
5,000
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10.00
16.20
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5/14/2018
(1)
5/8/2023
(2)
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1,750
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28,350
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(1)
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Granted pursuant to our 2008 Stock Option Plan and vesting at a rate of 16.67% per year for Mr. Schulmeister, commencing on May 14, 2009.
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(2)
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Granted pursuant to our 2013 Stock Incentive Plan and vesting at a rate of 20% per year commencing on May 8, 2014.
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(3)
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Calculated by multiplying the closing market price of our common stock on December 31, 2013, which was $16.20, by the applicable number of shares of common stock underlying the executive officer’s stock awards.
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RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal Two)
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Year Ended December 31
,
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2013
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2012
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Audit Fees
(1)
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$ | 71,176 | $ | 82,674 | ||||
Audit-related fees
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-- | -- | ||||||
Tax fees
(2)
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750 | 18,675 | ||||||
All other fees
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-- | -- | ||||||
Total
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$ | 71,926 | $ | 101,349 |
____________________
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(1)
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Audit fees consist of fees for professional services rendered for the audit of Quaint Oak Bancorp's financial
statements, review of financial statements included in Quaint Oak Bancorp's quarterly reports, financial and
compliance audits required by HUD, and for services normally provided by the independent auditor in
connection with statutory and regulatory filings or engagements.
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BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Common Stock Beneficially Owned as
of March 21, 2014
(1)
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Name of
Beneficial Owner
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Amount
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Percentage
(2)
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Banc Funds Co LLC
20 North Wacker Drive
Suite 3300
Chicago, Illinois 60606
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61,000 | (3) | 6.6 | % | ||||
Phil Lifschitz
7 Tulane Drive
Livingston, New Jersey 07039
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91,753 | (4) | 9.9 | |||||
Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan Trust
501 Knowles Avenue
Southampton, Pennsylvania 18966
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111,090 | (5) | 12.1 | |||||
Directors:
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George M. Ager, Jr.
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19,238 | (6)(7) | 2.1 | |||||
John J. Augustine, CPA
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31,990 | (6)(8) | 3.5 | |||||
James J. Clarke, Ph.D.
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22,220 | (6) | 2.4 | |||||
Andrew E. DiPiero, Jr., Esq.
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17,320 | (6)(9) | 1.9 | |||||
Kenneth R. Gant, MBA
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22,920 | (6)(10) | 2.5 | |||||
Robert J. Phillips
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41,660 | (6)(11) | 4.4 | |||||
Marsh B. Spink
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24,320 | (6)(12) | 2.6 | |||||
Robert T. Strong
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105,909 | (6)(13) | 11.1 | |||||
Other Named Executive Officer:
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Curt T. Schulmeister
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14,310 | (6)(14) | 1.6 | |||||
All directors and executive officers as a group (12 persons)
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321,185 | (15) | 31.0 | % |
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(1)
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Based upon filings made with the Securities and Exchange Commission and information furnished by the respective individuals. Pursuant to regulations under the Securities Exchange Act of 1934, 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. A person is deemed to have beneficial ownership of any shares of common stock which may be acquired within 60 days of the record date pursuant to the exercise of outstanding stock options.
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(2)
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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.
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(Footnotes continued on following page)
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(3)
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Based on the Schedule 13G filed on February 18, 2014, ownership includes 25,500 shares owned by Banc Fund VII L.P. (“BF VII”) and 61,000 shares owned by Banc Fund VIII L.P. (“BF VIII”), all of which are Illinois limited partnerships and have sole voting and dispositive power over the shares. The general partners of BF VII and BF VIII are MidBanc VII L.P. (“MidBanc VII”) and MidBanc VIII L.P. (“MidBanc VIII”), respectively, all of which are Illinois limited partnerships. The general partner of MidBanc VII and MidBanc VIII is The Banc Funds Company, L.L.C. (“TBFC”), an Illinois corporation whose principal shareholder and manager is Charles J. Moore, the controlling member of TBFC and each of the Partnership entities directly or indirectly controlled by TBFC.
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(4)
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Based on information obtained by Quaint Oak Bancorp from Mr. Lifschitz, Mr. Lifschitz reported sole voting and dispositive power with respect to the 91,753 shares.
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(5)
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Mr. 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 21, 2014, 55,181 shares held in the plan trust were allocated to the accounts of participating employees and 55,909 shares were held, unallocated, for allocation in future years. In general, the allocated shares held in the plan trust as of March 21, 2014, 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 manner as a majority of the shares which have been allocated to participants are actually 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.
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(6)
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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 may provide voting instructions to the RRP trustees 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:
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____________________
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(a)
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Includes 1,480 stock options exercisable by Mr. Ager’s spouse within 60 days of the voting record date.
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(7)
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Includes 3,500 shares held jointly with Mr. Ager’s spouse, 451 shares held by his spouse and 2,487.0742 shares allocated to the account of his spouse in the Quaint Oak Bancorp ESOP.
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(8)
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Includes 1,500 shares held by Mr. Augustine’s spouse, 11,100 shares held in Mr. Augustine’s individual retirement account and 4,425.5688 shares allocated to Mr. Augustine’s account in the ESOP.
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(9)
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Includes 1,000 shares held by Mr. DiPiero’s spouse and 5,000 shares held in Mr. DiPiero’s individual retirement account.
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(10)
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Includes 10,000 shares held in Mr. Gant’s individual retirement account and 1,600 shares held by Mr. Gant’s children.
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(11)
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Includes 9,042 shares held jointly with Mr. Phillips’s spouse, 330 shares held by his spouse and 628 shares held in Mr. Phillips’s individual retirement account.
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(12)
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Includes 1,000 shares held jointly with Mr. Spink’s son.
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(13)
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Includes 38,885 shares held jointly with Mr. Strong’s spouse, 11,121 shares held in Mr. Strong’s individual retirement account and 13,187.6668 shares allocated to Mr. Strong’s account in the ESOP. The address for Mr. Strong is c/o Quaint Oak Bank, 501 Knowles Avenue, Southampton, Pennsylvania 18966.
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(14)
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Includes 2,000 shares held in Mr. Schulmeister’s individual retirement account and 6,762.3767 shares allocated to Mr. Schulmeister’s account in the ESOP.
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(15)
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Includes an aggregate of 36,854.7949 shares of common stock which are held by the Quaint Oak Bancorp, Inc. ESOP on behalf of our executive officers as a group.
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REPORT OF THE AUDIT COMMITTEE
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Members of the Audit Committee
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Andrew E. DiPiero, Jr., Esq., Chairman
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Kenneth R. Gant, MBA
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Robert J. Phillips
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SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
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ANNUAL REPORTS
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OTHER MATTERS
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QUAINT OAK BANCORP, INC.
RECOGNITION AND RETENTION PLAN
VOTING INSTRUCTION BALLOT
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____________________
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x
Please Mark Votes
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ANNUAL MEETING OF SHAREHOLDERS
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As in This Example
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____________________
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o |
FOR
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o |
WITHHOLD
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NOMINEES for three-year term expiring in 2017:
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George M. Ager, James J. Clarke, Ph.D., and
Marsh B. Spink
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2.
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PROPOSAL TO RATIFY THE APPOINTMENT of S.R. Snodgrass, P.C. as Quaint Oak Bancorp’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
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FOR
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o |
AGAINST
o
ABSTAIN
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In their discretion, the Trustees are authorized to vote upon such other business as may properly come before the meeting.
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Please be sure to sign and
date this Card.
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Date |
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Participant sign above
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To:
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Persons Granted Restricted Stock Under Quaint Oak Bancorp’s Recognition and Retention Plan (the “Recognition Plan”)
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QUAINT OAK BANCORP, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
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VOTING INSTRUCTION BALLOT
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____________________
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ANNUAL MEETING OF SHAREHOLDERS
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Please Mark Votes
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____________________
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As in This Example
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o |
FOR
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o |
WITHHOLD
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NOMINEES for three-year term expiring in 2017:
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George M. Ager, James J. Clarke, Ph.D., and
Marsh B. Spink
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2.
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PROPOSAL TO RATIFY THE APPOINTMENT of S.R. Snodgrass, P.C. as Quaint Oak Bancorp’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
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o |
FOR
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o |
AGAINST
o
ABSTAIN
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In their discretion, the Trustees are authorized to vote upon such other business as may properly come before the meeting.
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Please be sure to sign and
date this Card.
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Date |
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Participants in the Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan (the “ESOP”)
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