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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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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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6
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Committees and Meetings of the Board of Directors
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7
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Board Leadership Structure
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8
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Board's Role in Risk Oversight
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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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8
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Director Compensation
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9
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Related Party Transactions
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10
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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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12
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Retirement Benefits
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13
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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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14
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Report of the Audit Committee
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15
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Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management
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15
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Shareholder Proposals, Nominations and Communications with the Board of Directors
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17
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Annual Reports
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18
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Other Matters
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18
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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 83.
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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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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, from 2002 to 2018. 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 78.
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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 67.
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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 both the Delaware and the Lehigh Valley market areas, having represented numerous clients in these areas. Additionally, he is Board Certified as a Civil Trial Advocate by the National Board of Trial Advocacy. Mr.
DiPiero is AV rated by Martindale Hubbell and has been awarded the designation of Super Lawyer by Philadelphia Magazine for every year since 2006.
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Directors Whose Term Expire in 2021 (continued)
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Name
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Age and Principal Occupation During the Past Five Years/Public Directorships
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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. Currently retired. Previously, President, Shipping Connections, Inc., Bristol,
Pennsylvania from October 1996 to October 2003. Age 73.
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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.
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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 67.
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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 25 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.
Age 61.
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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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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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Robert T. Strong
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**
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* |
Member
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** |
Chairman
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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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27,000
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$
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--
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$
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--
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$
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250
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$
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27,250
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James J. Clarke, Ph.D.
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22,350
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--
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--
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--
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22,350
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Andrew E. DiPiero, Jr., Esq.
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22,350
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--
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--
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--
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22,350
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Kenneth R. Gant, MBA
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25,500
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--
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--
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--
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25,500
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Robert J. Phillips
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67,250
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--
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--
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250
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67,500
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(1) |
As of December 31, 2019, 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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1,200
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7,000
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James J. Clarke, Ph.D.
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1,200
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5,000
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Andrew E. DiPiero, Jr., Esq.
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1,200
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11,000
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Kenneth R. Gant, MBA
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1,200
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11,000
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Robert J. Phillips
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1,600
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17,500
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(2) |
Represents fees paid for the inspection of properties underlying commercial loans.
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EXECUTIVE COMPENSATION
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Name and |
Stock
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Option
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All Other
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Principal Position
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Year
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Salary
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Bonus(1)
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Awards(2)
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Awards(2)
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Compensation(3)
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Total
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Robert T. Strong
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2019
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$
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321,500
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$
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103,242
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$
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--
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$
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--
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$
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22,315
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$
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447,057
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President and
Chief Executive Officer
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2018
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312,000
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70,583
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133,000
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52,500
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13,184
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581,267
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John J. Augustine
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2019
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225,000
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46,459
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--
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--
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17,989
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289,448
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Executive Vice President and
Chief Financial Officer
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2018
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219,450
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31,762
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99,750
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35,000
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13,054
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399,016
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William R. Gonzalez
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2019
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175,000
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36,135
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--
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--
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13,344
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224,479
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Senior Vice President,
Business Development-
Quaint Oak Bank
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2018
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155,000
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24,704
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66,500
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26,250
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9,354
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281,808
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(1) |
Reflects bonus for the 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 stock awards 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 $13.30. The assumptions used in valuing the stock option awards are set forth in Note 14 to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year
ended December 31, 2019.
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(3)
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Includes the fair market value, based on a closing price of $14.75 on December 31, 2019, of the shares of Quaint Oak Bancorp common stock and cash allocated to the employee stock ownership plan accounts of Messrs. Strong, Augustine and Gonzalez 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 $10,000.
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Option Awards(1)
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Stock Awards
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Number of Securities
Underlying
Unexercised Options
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Exercise
Price
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Option
Expiration
Date
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Number of
Shares or Units
of Stock That
Have Not Vested
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Market Value of
Shares or Units of
Stock That Have
Not Vested(4)
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Name
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Exercisable
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Unexercisable
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Robert T. Strong
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30,000
6,000
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--
24,000
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$
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8.10
13.30
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5/8/2023(2)
5/9/2028(3)
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8,000(3
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)
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$
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118,000
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John J. Augustine
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20,000
4,000
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--
16,000
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8.10
13.30
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5/8/2023(2)
5/9/2028(3)
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6,000(3
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)
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88,500
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William R. Gonzalez
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3,000
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12,000
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13.30
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5/9/2028(3)
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4,000(3
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)
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59,000
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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 options expiring on May 8, 2023 and exercise
price of such options was adjusted to reflect the stock split.
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_________________
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(2) |
Granted pursuant to our 2013 Stock Incentive Plan and vested at a rate of 20% per year commencing on May 8, 2014.
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(3) |
Granted pursuant to our 2018 Stock Incentive Plan and vesting at a rate of 20% per year commencing on May 9, 2019.
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(4) |
Calculated by multiplying the closing market price of our common stock on December 31, 2019, which was $14.75, by the applicable number of shares of common stock
underlying the executive officer’s stock awards.
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RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal Two)
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Year Ended December 31,
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2019
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2018
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Audit Fees(1)
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$
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96,950
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$
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95,301
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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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11,050
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10,750
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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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108,000
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$
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106,051
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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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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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BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Directors:
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George M. Ager, Jr.
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48,152
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(5)
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(6)
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2.4
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John J. Augustine, CPA
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95,228
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(5)
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(7)
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4.7
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James J. Clarke, Ph.D.
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57,340
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(5)
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2.9
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|||||
Andrew E. DiPiero, Jr., Esq.
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36,688
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(5)
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(8)
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1.8
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Kenneth R. Gant, MBA
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42,790
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(5)
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(9)
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2.1
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Robert J. Phillips
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72,173
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(5)
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(10)
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3.6
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Robert T. Strong
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242,418
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(5)
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(11)
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12.0
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Other Named Executive Officer:
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William R. Gonzalez
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23,191
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(5)
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(12)
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1.2
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All directors and executive officers as a group (11) persons)
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699,737
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(5)
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(13)
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32.9
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%
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(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.
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(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.
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(3) |
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 24, 2020, 180,959 shares held
in the plan trust were allocated to individual accounts established for participating employees and 25,249 shares were held, unallocated, for allocation in future years. In general, the allocated shares held in the plan trust as
of March 24 2020, 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.
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(4) |
Based on the most current 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 9.1% of our outstanding common stock at March 24, 2020.
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(5) |
Includes share awards to directors and officers which are vesting within 60 days of the voting record date and stock options which have been granted to the directors and
officers under Quaint Oak Bancorp’s 2013 Stock Incentive Plan and 2018 Stock Incentive Plan which are exercisable within 60 days of the voting record date as follows:
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(6) |
Includes 36,602 shares held jointly with Mr. Ager’s spouse, and 7,250.22 allocated to the account of his spouse in the Quaint Oak Bancorp ESOP.
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(7) |
Includes 3,000 shares held by Mr. Augustine’s spouse, 22,200 shares held in Mr. Augustine’s individual retirement account and 3,670.01 shares held in Mr. Augustine’s account
in the 401(k) Plan and 16,647.583 shares allocated to Mr. Augustine’s account in the ESOP.
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(8) |
Includes 2,000 shares held by Mr. DiPiero’s spouse and 10,000 shares held in Mr. DiPiero’s individual retirement account.
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(9) |
Includes 20,000 shares held in Mr. Gant’s individual retirement account and 800 shares held in custody by Mr. Gant for his daughter.
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(10) |
Includes 53,919 shares held jointly with Mr. Phillips’s spouse, 633 shares held by his spouse and 1,421 shares held in Mr. Phillips’s individual retirement account.
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(11) |
Includes 137,318 shares held jointly with Mr. Strong’s spouse, 22,242 shares held in Mr. Strong’s individual retirement account, 7,396.58 shares held in Mr. Strong’s account
in the 401(k) Plan and 33,462.232 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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(12) |
Includes 402.584 shares allocated to Mr. Gonzalez’s spouse in the Quaint Oak Bancorp ESOP, 3,360.71 shares held in Mr. Gonzalez’s account in the 401(k) Plan and 9,003.34 shares allocated to Mr.
Gonzalez’s account in the ESOP.
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(13) |
Includes an aggregate of 17,377.63 shares of common stock held in the 401(k) Plan and 91,992.056 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
|
ANNUAL REPORTS
|
OTHER MATTERS
|
To:
Re:
|
Participants in the Quaint Oak Bank 401(k) Plan
Instructions for voting shares of Quaint Oak Bancorp, Inc.
|
To:
Re:
|
Participants in the Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan (the “ESOP”)
Instructions for voting shares of Quaint Oak Bancorp, Inc.
|
|
Sincerely,
|
|
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Robert T. Strong | ||
|
President and Chief Executive Officer
|
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