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[ ] | Preliminary Proxy Statement | |
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[ | Definitive Proxy Statement | |
[ ] | Definitive Additional Materials | |
[ ] | Soliciting Material Pursuant to ' 240.14a-12 | |
Quaint Oak Bancorp, Inc. | ||
(Name of Registrant as Specified in Its Charter) | ||
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Lakeside Office Park is located at the intersection of Route 132 (Street Road) and Mill Creek Drive. The entrance is across from Mill Creek Drive; and we are located at the southeast corner of the office park. If you are driving from: I-95 and Street Road: proceed west on Street Road approximately 7 miles. Pennsylvania Turnpike and Route 1 South: proceed west on Street Road approximately 2 ½ miles. Bustleton Avenue: proceed north on Bustleton Avenue to Street Road. Turn left and proceed approximately one mile. Huntingdon Pike (Route 232): proceed north on Huntingdon Pike to Street Road. Turn right and proceed approximately 1.8 miles. |
QUAINT OAK BANCORP, INC. Lakeside Office Park 607 Lakeside Drive Southampton, Pennsylvania 18966 (215) 364-4059 | ||
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | ||
TIME | 2:00 p.m., Eastern time, Wednesday, May 11, 2011 | |
PLACE | Quaint Oak Bank Lakeside Office Park 607 Lakeside Drive Southampton, Pennsylvania 18966 | |
ITEMS OF BUSINESS | (1) (2) (3) | |
RECORD DATE | Holders of Quaint Oak Bancorp common stock of record at the close of business on March | |
ANNUAL REPORT | Our | |
PROXY VOTING | 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 | |
Southampton, Pennsylvania April | BY ORDER OF THE BOARD OF DIRECTORS Diane J. Colyer Corporate Secretary | |
TABLE OF CONTENTS | |
Page | |
About the Annual Meeting of Shareholders | 1 |
Information with Respect to Nominees for Director, Continuing Directors and Executive Officers | 3 |
Election of Directors (Proposal One) | 3 |
Directors Whose Terms Are Continuing | 4 |
Executive Officers Who Are Not Also Directors | |
5 | |
Committees and Meetings of the Board of Directors | |
Board Leadership Structure | 7 |
Board’s Role in Risk Oversight | 7 |
Director Compensation | 7 |
Directors’ Attendance at Annual Meetings | 8 |
Director Nominations | |
8 | |
Transactions With Certain Related Persons | |
Executive Compensation | |
9 | |
Summary Compensation Table | |
9 | |
Employment Agreement | |
10 | |
Outstanding Equity Awards at Fiscal | |
11 | |
Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management | |
12 | |
Section 16(a) Beneficial Ownership Reporting Compliance | |
Report of the Audit Committee | 14 |
Ratification of Appointment of Independent Registered Public Accounting Firm | |
14 | |
Audit Fees | |
14 | |
Shareholder Proposals, Nominations and Communications with the Board of Directors | |
Annual Reports | 16 |
Other Matters | |
ABOUT THE ANNUAL MEETING OF SHAREHOLDERS |
· | First, you may complete and submit a new |
· | Second, you may send a written notice to the Secretary of Quaint Oak Bancorp, Inc., Ms. Diane J. Colyer, Corporate Secretary, Quaint Oak Bancorp, Lakeside Office Park, 607 Lakeside Drive, Southampton, Pennsylvania 18966, stating that you would like to revoke your proxy. |
· | 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. |
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING DIRECTORS AND EXECUTIVE OFFICERS |
Name | Age and Principal Occupation During the Past Five Years/Public Directorships | |
George M. Ager | Director. Previously, Vice Chairman of the Board of Quaint Oak Bank from 1984 to April 2007. Currently retired. Age 74. | |
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 Banks major investment area. |
Name | Age | Position with Quaint Oak and Principal Occupation During the Past Five Years | Director Since | |||
Andrew E. DiPiero, Jr., Esq. | 56 | Director. Partner with Stampone, D'Angelo, Renzi, DiPiero, Attorneys at Law, P.C., Cheltenham, Pennsylvania, since June 2004. Previously, attorney with Master & Weinstein, P.C., Philadelphia, Pennsylvania from June 1998 to May 2004. | 1984 | |||
Robert J. Phillips | 62 | 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. | 1968 |
Name | Age and Principal Occupation During the Past Five Years/Public Directorships | |
James J. Clarke, Ph.D. | 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. 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 69. | |
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. | ||
Marsh B. Spink | Director. Managing Partner of Lawn-Crest Realty, Philadelphia, Pennsylvania since 1962. Age 72. | |
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. |
Name | Age | Position with Quaint Oak and Principal Occupation During the Past Five Years | Director Since | |||
John J. Augustine, CPA | 56 | Director. Senior Manager of Teleflex, Inc., Limerick, Pennsylvania since February 2006; previously, a self employed consultant for JJA Consulting, Lansdale, Pennsylvania from January 2004 to February 2006; prior thereto, Executive Vice President and Chief Financial Officer of Reda Sports, Inc., West Easton, Pennsylvania from March 1997 to January 2004. Mr. Augustine has 18 years of service with financial institutions, including serving as Vice President and Controller for Vista Bancorp, Inc., and Assistant Controller of Germantown Savings Bank. | 2000 | |||
Kenneth R. Gant, MBA | 50 | Director. Non-employee Secretary/Treasurer of Quaint Oak Bank's Board through July 2007. Currently, Associate Agent of Landis Agencies, Doylestown, Pennsylvania; previously, Owner, Gant Insurance Agency, Doylestown, Pennsylvania from September 2006 to January 2008. Prior thereto, Agency Development Manager, National Grange Insurance Company, Keene, New Hampshire from February 2005 to April 2006; consultant for Quaint Oak Bank from July 2003 to February 2005; previously Chief Operating Officer, GMG Insurance Agency, Newtown, Pennsylvania, from 1980 to June 2003. | 1986 | |||
Robert T. Strong | 62 | Director. President and Chief Executive Officer of Quaint Oak Bancorp and Quaint Oak Bank since March 2007 and June 2001, respectively. Previously, Owner and President of Strong Financial Corporation, Southampton, Pennsylvania from 2000 through 2006. Prior thereto, Mr. Strong was responsible for residential mortgage banking as Senior Vice President of Prime Bank, Fort Washington, Pennsylvania. | 2000 |
Name | Age and Principal Occupation During the Past Five Years/Public Directorships | |
Andrew E. DiPiero, Jr., Esq. | Director. Partner with Stampone, D’Angelo, Renzi, DiPiero, Attorneys at Law, P.C., Cheltenham, Pennsylvania, since June 2004. Age 58. | |
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 law partner to the Board of Directors and has an insight into the Lehigh Valley market area, the Bank’s newest market, having represented numerous clients in that region. Additionally, he has been awarded the designation of Super Lawyer by Philadelphia Magazine for each of the last five years. | ||
Robert J. Phillips | 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 64. | |
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. |
Name | Age | Position with Quaint Oak and Principal Occupation During the Past Five Years | Director Since | |||
George M. Ager | 72 | Director. Previously, Vice Chairman of the Board of Quaint Oak Bank from 1984 to April 2007. Currently retired. | 1968 | |||
James J. Clarke, Ph.D. | 67 | Director. Principal of Clarke Consulting, Villanova, Pennsylvania, a financial institution consulting firm specializing in asset/liability management, strategic planning and board/management education, since 2002. Prior thereto, Mr. Clarke served as Professor of Finance and Economics, Villanova University from 1972 to 2002. | 2007 | |||
Marsh B. Spink | 70 | Director. ��Managing Partner of Lawn-Crest Realty, Philadelphia, Pennsylvania since 1962. | 1988 |
Name | Age and Principal Occupation During the Past Five Years/Public Directorships | |
John J. Augustine, CPA | Director. Chief Financial Officer and Treasurer of Quaint Oak Bancorp and Quaint Oak Bank since October 5, 2009. Previously, Senior 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 58. | |
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 18 years of service with financial institutions, including serving as Vice President and Controller for Vista Bancorp, Inc., and Assistant Controller of Germantown Savings Bank. | ||
Kenneth R. Gant, MBA | 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, Newton, Pennsylvania from 1980 to June 2003. Age 52. | |
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) and CPCU (Chartered Property and Casualty Underwriter) designations. | ||
Robert T. Strong | Director. President and Chief Executive Officer of Quaint Oak Bancorp and Quaint Oak Bank since March 2007 and June 2001, respectively. Previously, Owner and President of Strong Financial Corporation, Southampton, Pennsylvania from 2000 through 2006. Prior thereto, Mr. Strong was responsible for residential mortgage banking as Senior Vice President of Prime Bank, Fort Washington, Pennsylvania. Age 64. | |
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. |
Name | Fees Earned or Paid in Cash | All Other Compensation(1) | Total(2) | |||||||||
George M. Ager, Jr. | $ | 21,650 | $ | 58 | $ | 21,708 | ||||||
James J. Clarke, Ph.D. | 15,550 | 58 | 15,608 | |||||||||
Andrew E. DiPiero, Jr., Esq. | 16,150 | 58 | 16,208 | |||||||||
Kenneth R. Gant, MBA | 15,400 | 58 | 15,458 | |||||||||
Robert J. Phillips | 52,850 | 174 | 53,024 | |||||||||
Marsh B. Spink | 19,900 | 58 | 19,958 |
(1) | Consists of dividends paid on shares of restricted stock that vested during 2010. |
(2) | As of December 31, 2010, each of our non-employee directors held 1,667 shares of unvested restricted stock and 4,165 stock options, except for Mr. Phillips who held 5,000 shares of unvested restricted stock and 12,497 stock options. The stock options have an exercise price of $10.00 per share and are vesting at a rate of 20% per year commencing on May 14, 2009. |
· | ensuring that the Board of Directors, as a whole, is diverse by considering: |
o | individuals with various and relevant career experience; |
o | relevant technical skills; |
o | industry knowledge and experience; |
o | 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 |
o | local or community ties, and |
· | minimum individual qualifications, including: |
o | strength of character; |
o | mature judgment; |
o | familiarity with our business and industry; |
o | independence of thought; and |
o | an ability to work collegially. |
Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | All Other Compensation | Total | |||||
George M. Ager, Jr. | $16,750 | $3,141 | $1,744 | -- | $21,635 | |||||
John J. Augustine, CPA | 12,250 | 3,141 | 1,744 | $49,820(2) | 66,955 | |||||
James J. Clarke, Ph.D. | 14,450 | 3,141 | 1,744 | -- | 19,335 | |||||
Andrew E. DiPiero, Jr., Esq. | 15,900 | 3,141 | 1,744 | -- | 20,785 | |||||
Kenneth R. Gant, MBA | 14,750 | 3,141 | 1,744 | -- | 19,635 | |||||
Robert J. Phillips | 48,200 | 9,424 | 5,233 | -- | 62,857 | |||||
Marsh B. Spink | 17,250 | 3,141 | 1,744 | -- | 22,135 |
EXECUTIVE COMPENSATION |
Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(1) | All Other Compensation(2) | Total | |||||||
Robert T. Strong | 2008 | $220,000 | $24,500 | 15,709 | 7,854 | $19,296 | $287,359 | |||||||
President and Chief Executive Officer | 2007 | 220,000 | 30,000 | -- | -- | 20,487 | 270,487 | |||||||
Curt T. Schulmeister | 2008 | 120,000 | 9,200 | 847 | 423 | 10,525 | 140,995 | |||||||
Chief Lending Officer | 2007 | 99,519 | 16,000 | -- | -- | -- | 110,519 |
Name and Principal Position | Year | Salary | Bonus* | All Other Compensation(1) | Total | |||||||||||||||
Robert T. Strong President and Chief Executive Officer | 2010 2009 | $ | 220,000 220,000 | $ | 35,360 34,350 | $ | 21,589 24,194 | $ | 276,949 278,544 | |||||||||||
John J. Augustine(2) Chief Financial Officer | 2010 2009 | 135,000 33,750 | 12,100 2,000 | 12,315 45,405 | 159,415 81,155 | |||||||||||||||
Curt T. Schulmeister Chief Lending Officer | 2010 2009 | 125,000 122,500 | 9,250 9,000 | 11,536 12,957 | 145,786 144,457 |
* | Reflects bonus for fiscal year, paid in the following fiscal year. |
(1) |
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 |
(2) | Mr. Augustine commenced service as Chief Financial Officer in October 2009 and prior thereto provided accounting and consulting services to Quaint Oak Bancorp and Quaint Oak Bank and received director’s fees. |
Name | Option Awards | Stock Awards | ||||
Number of Securities Underlying Unexercised Options | Exercise Price | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | ||
Exercisable | Unexercisable | |||||
Robert T. Strong | 13,886 | 20,829 | $10.00 | 5/14/2018 | 8,332 | $78,737 |
John T. Augustine | 2,777 | 4,166 | 10.00 | 5/14/2018 | 1,667 | 15,753 |
Curt T. Schulmeister | 748 | 1,496 | 10.00 | 5/14/2018 | 600 | 5,670 |
Stock Awards | ||||||||||||
Option Awards | Market Value | |||||||||||
Number of Shares | of Shares or | |||||||||||
Number of Securities Underlying | Option | or Units of Stock | Units of Stock | |||||||||
Unexercised Options | Exercise | Expiration | That Have Not | That Have Not | ||||||||
Name | Exercisable | Unexercisable | Price | Date(1) | Vested | Vested(2) | ||||||
Robert T. Strong | -- | 34,715 | $10.00 | 5/14/2018 | 13,886 | $103,728 | ||||||
Curt T. Schulmeister | -- | 2,244 | 10.00 | 5/14/2018 | 898 | 6,708 | ||||||
(1) | Granted pursuant to our 2008 Stock Option Plan and |
(2) | Calculated by multiplying the closing market price of our common stock on December 31, |
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Common Stock Beneficially Owned as of March 28, 2011(1) | ||||||||||||
Name of Beneficial Owner | Common Stock Beneficially Owned as of March 30, 2009(1) | Amount | Percentage(2) | |||||||||
Amount | Percentage(2) | |||||||||||
Black River BancVenture, Inc. 8245 Tournament Drive, Suite 270 Memphis, Tennessee 38125 | 75,712 | (3) | 7.6 | % | ||||||||
Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan Trust 607 Lakeside Drive Southampton, Pennsylvania 18966 | 111,090(3) | 8.3 | 111,090 | (4) | 11.2 | |||||||
Jeffrey Thorp IRA, HSBC Bank USA, N.A. as custodian, Jeffrey Thorp and Lisa S. Thorp 954 Third Avenue, No. 705 New York, New York 10022 | 75,248(4) | 5.6 | ||||||||||
Black River BancVenture, Inc. 8245 Tournament Drive, Suite 270 Memphis, Tennessee 38125 | 70,667(5) | 5.3 | ||||||||||
Directors: | ||||||||||||
George M. Ager, Jr. | 11,666(6)(7) | * | 17,370 | (5)(6) | 1.7 | |||||||
John J. Augustine, CPA | 13,466(6)(8) | 1.0 | 20,508 | (5)(7) | 2.1 | |||||||
James J. Clarke, Ph.D. | 7,166(6) | * | 11,742 | (5) | 1.2 | |||||||
Andrew E. DiPiero, Jr., Esq. | 10,166(6)(9) | * | 12,942 | (5)(8) | 1.3 | |||||||
Kenneth R. Gant, MBA | 15,766(6)(10) | 1.2 | 18,542 | (5)(9) | 1.9 | |||||||
Robert J. Phillips | 22,497(6)(11) | 1.7 | 31,457 | (5)(10) | 3.1 | |||||||
Marsh B. Spink | 17,166(6)(12) | 1.3 | 21,942 | (5)(11) | 2.2 | |||||||
Robert T. Strong | 54,866(6)(13) | 4.1 | 76,158 | (5)(12) | 7.5 | |||||||
Other Executive Officer: | ||||||||||||
Other Named Executive Officer: | ||||||||||||
Curt T. Schulmeister | 3,181(6)(14) | * | 7,910 | (5)(13) | * | |||||||
All directors and executive officers as a group (9 persons) | 162,173 | 12.0% | ||||||||||
All directors and executive officers as a group (11 persons) | 228,840 | (14) | 21.7 | % |
(1) | Based upon filings made with the Securities and Exchange Commission and information furnished by the respective individuals. Under regulations promulgated pursuant to the Securities |
(2) | Each beneficial |
(3) | Based on information obtained from an amended Schedule 13G filed by Black River BancVenture, Inc. with the SEC on March 21, 2011. Black River BancVenture, Inc. reported sole voting and dispositive power with respect to the 75,712 shares. |
(Footnotes continued on following page) |
Messrs. Robert T. Strong and John J. Augustine and Ms. Diane J. Colyer act as trustees of the Quaint Oak Bancorp, Inc. Employee Stock Ownership Plan Trust. As of March |
(5) |
Includes shares held in trust by Quaint Oak |
Name | RRP Shares | Stock Options | ||
George M. Ager, Jr. | 2,777 | 1,389 | ||
John J. Augustine, CPA | 2,777 | 1,389 | ||
James J. Clarke, Ph.D. | 2,777 | 1,389 | ||
Andrew E. DiPiero, Jr., Esq. | 2,777 | 1,389 | ||
Kenneth R. Gant, MBA | 2,777 | 1,389 | ||
Robert J. Phillips | 8,331 | 4,166 | ||
Marsh B. Spink | 2,777 | 1,389 | ||
Robert T. Strong | 13,886 | 6,943 | ||
Curt T. Schulmeister | 898 | 374 | ||
All directors and executive officers as a group (9 persons) | 41,210 | 20,534 |
Name | RRP Shares | Stock Options | |
George M. Ager, Jr. | 2,023(a) | 5,053(a) | |
John J. Augustine, CPA | 1,667 | 4,165 | |
James J. Clarke, Ph.D. | 1,667 | 4,165 | |
Andrew E. DiPiero, Jr., Esq. | 1,667 | 4,165 | |
Kenneth R. Gant, MBA | 1,667 | 4,165 | |
Robert J. Phillips | 5,000 | 12,497 | |
Marsh B. Spink | 1,667 | 4,165 | |
Robert T. Strong | 8,332 | 20,829 | |
Curt T. Schulmeister | 600 | 1,122 | |
All directors and executive officers as a group (11 persons) |
____________________ |
(a) | Includes 356 shares awarded to Mr. Ager’s spouse and held in the RRP Trust and 888 stock options exercisable by Mr. Ager’s spouse within 60 days of the voting record date. |
(6) | Includes 7,500 shares held jointly with Mr. Ager’s spouse, 154 shares held by his spouse and 1,530 shares allocated to the account of his spouse in the Quaint Oak Bancorp ESOP. |
(7) | Includes 1,500 shares held by Mr. |
Includes 1,000 shares held by Mr. |
Includes 10,000 shares held in Mr. |
Includes 9,042 shares held jointly with Mr. |
Includes 1,000 shares held jointly with Mr. |
Includes |
Includes |
(14) | Includes an aggregate of 19,799 shares of common stock which are held by the Quaint Oak Bancorp ESOP on behalf of our executive officers as a group. |
REPORT OF THE AUDIT COMMITTEE |
Members of the Audit Committee | |||
Andrew E. DiPiero, Jr., Esq. | Kenneth R. Gant, MBA | Robert J. Phillips |
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal Two) |
Year Ended December 31, | Year Ended December 31, | |||||||||||||||
2008 | 2007 | 2010 | 2009 | |||||||||||||
Audit Fees | $ | 65,363 | $ | 57,534 | $ | 63,073 | $ | 62,121 | ||||||||
Audit-related fees (1) | 419 | 47,522 | -- | 400 | ||||||||||||
Tax fees (2) | 8,363 | 20,159 | 12,859 | 11,804 | ||||||||||||
All other fees | -- | -- | -- | -- | ||||||||||||
Total | $ | 74,145 | $ | 125,215 | $ | 75,932 | $ | 74,325 |
(1) | Audit-related fees |
(2) | Tax fees consist primarily of fees paid in connection with preparing federal and state income tax returns and other tax related services. |
SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS WITH THE BOARD OF DIRECTORS |
ANNUAL REPORTS |
OTHER MATTERS |
[X] Please Mark Votes | REVOCABLE PROXY | |
As in This Example | QUAINT OAK BANCORP, INC. | |
NOMINEES for | George M. Ager, James J. Clarke, Ph.D., and Marsh B. Spink |
Please be sure to date this proxy card in the box below. | Date | |||
Please sign this proxy exactly as your name(s) appear(s) on this proxy. When signing in a representative capacity, please give title. When shares are held jointly, only one holder need sign. PLEASE ACT PROMPTLY |
SIGN, DATE & MAIL YOUR PROXY CARD TODAY |
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 11, 2011. |
The proxy statement and our 2010 Annual Report are available on our website at www.quaintoak.com under "Investor Relations." The proxy statement also contains directions to attend the Annual Meeting. |
QUAINT OAK BANCORP, INC. RECOGNITION AND RETENTION PLAN VOTING INSTRUCTION BALLOT
|
NOMINEES for | George M. Ager, James J. Clarke, Ph.D and |
2. | PROPOSAL to ratify the appointment of |
3. | In their discretion, the Trustees are authorized to vote upon such other business as may properly come before the meeting. |
Please be sure to sign and date this Card. | Date | ||||||||||||||||||||||||||||||||||||||||||||||
April 11, 2011
Re: Instructions for voting shares of Quaint Oak Bancorp, Inc. As described in the enclosed materials, proxies are being solicited in connection with the proposals to be considered at the upcoming Annual Meeting of Shareholders of Quaint Oak Bancorp, Inc. We hope you will take advantage of the opportunity to direct the manner in which shares of common stock of Quaint Oak Bancorp granted to you pursuant to the 2008 Recognition and Retention Plan will be voted. Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon, 2010 Annual Report to Shareholders and Voting Instruction Ballot. After you have reviewed the Proxy Statement, we urge you to vote the restricted shares granted to you by marking, dating, signing and returning the enclosed Voting Instruction Ballot to Jack Augustine. Mr. Augustine will tabulate the votes for the purpose of having those shares voted by the Trustees at the Annual Meeting. We urge each of you to vote, as a means of participating in the governance of the affairs of Quaint Oak Bancorp. If your voting instructions are not received, the restricted shares granted to you will be voted by the Trustees in their sole discretion. While I hope that you will vote in the manner recommended by the Board of Directors, the most important thing is that you vote in whatever manner you deem appropriate. Please take a moment to do so. Please note that the enclosed material relates only to those shares which have been granted to you pursuant to the 2008 Recognition and Retention Plan. If you also own shares of Quaint Oak Bancorp common stock outside of the Recognition Plan, you should receive other voting material for those shares owned by you individually. Please return all your voting material so that all your shares may be voted. Sincerely, Robert T. Strong President and Chief Executive Officer
| |||||||||||||||||||||||||||||||||||||||||||||||
ANNUAL MEETING OF SHAREHOLDERS | |||||||||||||||||||||||||||||||||||||||||||||||
[X] Please Mark Votes | ____________________ | ||||||||||||||||||||||||||||||||||||||||||||||
NOMINEES for | George M. Ager, James J. Clarke, Ph.D. and Marsh B. Spink |
2. | PROPOSAL to ratify the appointment of |
3. | In their discretion, the Trustees are authorized to vote upon such other business as may properly come before the meeting. |
Please be sure to sign and date this Card. | Date | |||
Participant sign |
To: | Participants |