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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 |
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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Payment of Filing Fee (Check the appropriate box):
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[X]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ]
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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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(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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Sincerely,
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Robert T. Strong
President and Chief Executive Officer
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QUAINT OAK BANCORP, INC.
501 Knowles Avenue
Southampton, Pennsylvania 18966
(866) 795-4499
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TIME
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2:00 p.m., Eastern time, Wednesday, May 10, 2017
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PLACE
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Quaint Oak Bank
501 Knowles Avenue
Southampton, Pennsylvania 18966
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ITEMS OF BUSINESS
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(1)
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To elect two directors for a three-year term expiring in 2020, and until their successors are elected and qualified;
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(2) | To ratify the appointment of S.R. Snodgrass, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2017; and | |
To transact such other business, as may properly come before the meeting or at any adjournment thereof. We are not aware of any other such business.
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RECORD DATE
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Holders of Quaint Oak Bancorp common stock of record at the close of business on March 21, 2017, are entitled to vote at the meeting.
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ANNUAL REPORT
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Our 2016 Annual Report to Shareholders is enclosed but is not a part of the proxy solicitation materials.
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PROXY VOTING
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It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the proxy card sent to you. Most shareholders whose shares are held in "street" name with a broker or other nominee can also vote their shares over the Internet or by telephone. If Internet or telephone voting is available to you, voting instructions are printed on the voting instruction form you received. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement.
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BY ORDER OF THE BOARD OF DIRECTORS
Diane J. Colyer
Corporate Secretary
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Southampton, Pennsylvania
April 7, 2017
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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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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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Directors' Attendance at Annual Meetings
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7
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Director Nominations
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7
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Director Compensation
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8
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Related Party Transactions
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9
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Report of the Audit Committee
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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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Outstanding Equity Awards at Fiscal Year-End
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11
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Employment Agreements
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11
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Retirement Benefits
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12
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Ratification of Appointment of Independent Registered Public Accounting Firm
(Proposal Two)
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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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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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●
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First, you may complete and submit a new proxy card. Any earlier proxies will be revoked automatically.
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●
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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, in advance of the meeting 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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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. Currently retired. Previously, Vice Chairman of the Board of Quaint Oak Bank from 1984 to April 2007. Age 80.
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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 from January 2011 to 2015. 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 75.
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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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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 64.
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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 ten 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 70.
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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 Bancorp and Quaint Oak Bank since May 2016 and May 2013, respectively. 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 64.
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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, Operations Manager, 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 58.
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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 70.
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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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Director
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Audit
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Compensation
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Nominating and
Corporate Governance
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James J. Clarke, Ph.D.
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*
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Andrew E. DiPiero, Jr., Esq.
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**
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*
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Kenneth R. Gant, MBA
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*
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**
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Robert J. Phillips
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*
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**
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*
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Marsh B. Spink
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*
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●
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ensuring that the Board of Directors, as a whole, is diverse by considering:
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o
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individuals with various and relevant career experience;
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o
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relevant technical skills;
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o
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industry knowledge and experience;
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o
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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 U.S. Securities and Exchange Commission); and
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o
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local or community ties, and
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●
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minimum individual qualifications, including:
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o
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strength of character;
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o
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mature judgment;
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o
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familiarity with our business and industry;
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o
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independence of thought; and
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o
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an ability to work collegially.
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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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$
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22,650
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$
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--
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$
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--
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$
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400
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$
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23,050
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James J. Clarke, Ph.D.
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19,850
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--
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--
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--
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19,850
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Andrew E. DiPiero, Jr., Esq.
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21,250
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--
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--
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--
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21,250
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Kenneth R. Gant, MBA
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23,850
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--
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--
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--
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23,850
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Robert J. Phillips
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61,200
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--
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--
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400
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61,600
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Marsh B. Spink
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18,550
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--
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--
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--
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18,550
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(1) |
As of March 21, 2017, the voting record date for this annual meeting, each of our non-employee directors held the following aggregate number of unvested stock awards and outstanding options:
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Aggregate Number of Equity Awards
Outstanding at Fiscal Year End
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Name
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Stock Awards
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Option Awards
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George M. Ager, Jr.
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800
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6,536
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James J. Clarke, Ph.D.
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800
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12,886
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Andrew E. DiPiero, Jr., Esq.
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800
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15,286
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Kenneth R. Gant, MBA
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800
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14,636
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Robert J. Phillips
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1,200
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28,644
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Marsh B. Spink
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800
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15,258
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(2) |
Represents fees paid for the inspection of properties underlying commercial loans.
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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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EXECUTIVE COMPENSATION
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Stock | Option | All Other | ||||||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus (1) | Awards | Awards | Compensation (2) | Total | |||||||||||||||||||||
Robert T. Strong
President and
Chief Executive Officer
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2016
2015
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$
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280,000
270,000
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$
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58,787
47,126
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$
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--
--
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$
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--
--
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$
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23,243
22,212
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$
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362,030
339,338
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John J. Augustine
Executive Vice President and
Chief Financial Officer
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2016
2015
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195,000
179,000
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26,454
21,207
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--
--
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--
--
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19,581
19,263
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241,035
219,470
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Curt T. Schulmeister
Chief Lending Officer
Quaint Oak Bank
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2016
2015
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145,500
142,000
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14,697
9,788
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--
--
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--
--
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14,064
13,861
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174,261
165,649
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(1) |
Reflects bonus for the year, paid in the following fiscal year.
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(2) |
Includes the fair market value, based on a closing price of $12.00 on December 31, 2016, of the shares of Quaint Oak Bancorp common stock and cash allocated to the employee stock ownership plan accounts of Messrs. Strong, Augustine and Schulmeister for 2016, life insurance premiums and for Messrs. Augustine and Schulmeister, dividends paid on shares of restricted stock that vested during 2016. 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 $10,000.
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Option Awards
(1)
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Stock Awards
(1)
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Number of Securities
Underlying
Unexercised Options
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Exercise
Price
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Option
Expiration
Date
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Number of
Shares or Units
of Stock That
Have Not Vested
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Market Value of
Shares or Units of
Stock That Have
Not Vested
(4)
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Name
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Exercisable
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Unexercisable
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|||||||||||||||||||
Robert T. Strong
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44,330
18,000
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--
12,000
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$
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5.00
8.10
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5/14/2018
(2)
5/8/2023
(3)
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4,000(3
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)
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$
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48,000
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John J. Augustine
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13,886
12,000
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--
8,000
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5.00
8.10
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5/14/2018
(2)
5/8/2023
(3)
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2,806(3
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)
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33,672
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||||||||||||||
Curt T. Schulmeister
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4,488
6,000
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--
4,000
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5.00
8.10
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5/14/2018
(2)
5/8/2023
(3)
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1,280(3
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)
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15,360
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(1) |
On September 8, 2015, Quaint Oak Bancorp effected a two-for-one stock split. The number of shares subject to each of the equity awards and exercise price of the options was adjusted to reflect the stock split.
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(2) |
Granted pursuant to our 2008 Stock Option Plan.
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(3) |
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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(4) |
Calculated by multiplying the closing market price of our common stock on December 31, 2016, which was $12.00, by the applicable number of shares of common stock underlying the executive officer's stock awards.
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RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal Two)
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Year Ended December 31,
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||||||||
2016
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2015
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|||||||
Audit Fees
(1)
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$
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97,519
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$
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83,094
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Audit-related fees
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--
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--
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||||||
Tax fees
(2)
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11,368
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12,144
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||||||
All other fees
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--
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--
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||||||
Total
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$
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108,887
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$
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95,238
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(1) |
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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(2) |
Tax fees consist primarily of fees paid in connection with preparing federal and state income tax returns and other tax, audit and related services.
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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, 2017
(1)
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Name of Beneficial Owner
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Amount
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Percentage
(2)
|
||||||
Banc Funds Co LLC
20 North Wacker Drive, Suite 3300
Chicago, Illinois 60606
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122,000(3
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)
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6.3
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%
|
||||
Phil Lifschitz
7 Tulane Drive
Livingston, New Jersey 07039
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181,600(4
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)
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9.4
|
|||||
Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan Trust
501 Knowles Avenue
Southampton, Pennsylvania 18966
|
222,180(5
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)
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11.5
|
|||||
Directors:
|
||||||||
George M. Ager, Jr.
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42,314
|
(6)(7)
|
2.2
|
|||||
John J. Augustine, CPA
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80,667
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(6)(8)
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4.1
|
|||||
James J. Clarke, Ph.D.
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52,240
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(6)
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2.7
|
|||||
Andrew E. DiPiero, Jr., Esq.
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35,440
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(6)(9)
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1.8
|
|||||
Kenneth R. Gant, MBA
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43,390
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(6)(10)
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2.2
|
|||||
Robert J. Phillips
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71,904
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(6)(11)
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3.7
|
|||||
Marsh B. Spink
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44,412
|
(6)
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2.3
|
|||||
Robert T. Strong
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229,510
|
(6)(12)
|
11.5
|
|||||
Other Named Executive Officer:
|
||||||||
Curt T. Schulmeister
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40,805
|
(6)(13)
|
2.1
|
|||||
All directors and executive officers as a group (12 persons)
|
717,643
|
(6)(14)
|
33.4
|
%
|
(1) |
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.
|
(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.
|
(3) |
Based on the Schedule 13G/A filed on February 15, 2017, ownership includes 51,000 shares owned by Banc Fund VII L.P. ("BF VII") and 122,000 shares owned by Banc Fund VIII L.P. ("BF VIII"), both 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.
|
(4) |
Based on information obtained by Quaint Oak Bancorp from Mr. Lifschitz, Mr. Lifschitz reported sole voting and dispositive power with respect to the 181,600 shares which represented 9.6% of our outstanding common stock at March 21, 2017.
|
(5) |
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, 2017, 153,647 shares held in the plan trust were allocated to individual accounts established for participating employees and 68,533 shares were held, unallocated, for allocation in future years. In general, the allocated shares held in the plan trust as of March 21, 2017, 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 for or against proposals to shareholders in the same proportion as the shares of Company Stock which have been allocated to the accounts of individual participants and their beneficiaries are actually voted thereby, 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.
|
(6) |
Includes shares held in trust by Quaint Oak Bancorp's 2008 Recognition and Retention Plan ("RRP") which have been awarded to certain 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 2013 Stock Incentive Plan which are exercisable within 60 days of the voting record date as follows:
|
(7) |
Includes 23,310 shares held jointly with Mr. Ager's spouse, 902 shares held by his spouse, and 6,012.18 located to the account of his spouse in the Quaint Oak Bancorp ESOP.
|
(8) |
Includes 3,000 shares held by Mr. Augustine's spouse, 22,200 shares held in Mr. Augustine's individual retirement account 2,790.2 shares held in Mr. Augustine's account in the 401(k) Plan and 12,579.6246 shares allocated to Mr. Augustine's account in the ESOP.
|
(9) |
Includes 2,000 shares held by Mr. DiPiero's spouse and 10,000 shares held in Mr. DiPiero's individual retirement account.
|
(10) |
Includes 20,000 shares held in Mr. Gant's individual retirement account and 3,200 shares held by Mr. Gant's children.
|
(11) |
Includes 41,946 shares held jointly with Mr. Phillips's spouse, 658 shares held by his spouse and 1,456 shares held in Mr. Phillips's individual retirement account.
|
(12) |
Includes 102,372 shares held jointly with Mr. Strong's spouse, 22,242 shares held in Mr. Strong's individual retirement account, 5,302.46 shares held in Mr. Strong's account in the 401(k) Plan and 31,263.625 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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(13) |
Includes 5,000 shares held in Mr. Schulmeister's individual retirement account, 2,350.92 shares allocated to Mr. Schulmeister's account in the 401(k) Plan and 16,360.551 shares allocated to Mr. Schulmeister's account in the ESOP.
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(14) |
Includes an aggregate of 14,623.49 shares of common stock held in the 401(k) Plan and 92,194.032 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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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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To: |
Participants in the Quaint Oak Bank 401(k) Plan
|
|
Sincerely,
|
|
|
|
|
|
Robert T. Strong
President and Chief Executive Officer
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|
To: |
Participants in the Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP")
|
|
Sincerely,
|
|
|
|
|
|
Robert T. Strong
President and Chief Executive Officer
|
|
1 Year Quaint Oak Bancorp (QB) Chart |
1 Month Quaint Oak Bancorp (QB) Chart |
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