UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
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Filed by the Registrant [ X ] | ||
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Filed by a Party other than the Registrant [ ] | ||
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Check the appropriate box: | ||
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Preliminary Proxy Statement | |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
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[ X ] |
Definitive Proxy Statement | |
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Definitive Additional Materials | |
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Soliciting Material Pursuant to ' 240.14a-12 | |
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Home Federal Bancorp, Inc. of Louisiana | ||
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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 the Registrant) | ||
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Payment of Filing Fee (Check the appropriate box): | ||
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No fee required. | |
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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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Proposed maximum aggregate value of transaction: _______________________________________________ | |
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(5) |
Total fee paid: __________________________________________________________________________ | |
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Fee paid previously with preliminary materials. _________________________________________________ | |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |
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Amount previously paid: ___________________________________________________________________ | |
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Form, schedule or registration statement no.: ____________________________________________________ | |
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Filing party: ______________________________________________________________ | |
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Date filed: ___________________________________________________ | |
October 9, 2009
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of Home Federal Bancorp, Inc. of Louisiana. The meeting will be held at our main office located at 624 Market Street, Shreveport, Louisiana, on Tuesday, November 10,
2009 at 10:00 a.m., Central Time.
At the annual meeting, you will be asked to elect four directors for three year terms and ratify the appointment of LaPorte Sehrt Romig & Hand as our independent registered public accounting firm for the fiscal year ending June 30, 2010. Each
of these matters is more fully described in the accompanying materials.
It is very important that you be represented at the annual meeting regardless of the number of shares you own or whether you are able to attend the meeting in person. We urge you to mark, sign, and date your proxy card today and return
it in the envelope provided, even if you plan to attend the annual meeting. This will not prevent you from voting in person, but will ensure that your vote is counted if you are unable to attend.
Your continued support of and interest in Home Federal Bancorp, Inc. of Louisiana is sincerely appreciated.
Very truly yours,
Daniel R. Herndon
President and Chief Executive Officer
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Branch Office Locations
Main Office
v 624 Market Street
Branch Offices
v 6363 Youree Drive
v 8990 Mansfield Road |
Agency Office
6425 Youree Drive, Ste 100
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ANNUAL MEETING DRIVING DIRECTIONS |
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From I-20 East/West
Take the US-71/Spring Street Exit
Merge onto Spring Street
Turn left at 2nd cross street onto Milam Street
Take the 1st left onto Market Street
End at 624 Market Street |
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
624 Market Street
Shreveport, Louisiana 71101
(318) 222-1145
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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TIME |
10:00 a.m., Central Time, Tuesday, November 10, 2009 | |
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PLACE |
Home Federal Bancorp, Inc. of Louisiana
624 Market Street
Shreveport, Louisiana | |
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ITEMS OF BUSINESS |
(1)
(2)
(3)
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To elect four directors for a three-year term expiring in 2012 and until their successors are
elected and qualified;
To ratify the appointment of LaPorte Sehrt Romig & Hand as our independent registered
public accounting firm for the fiscal year ending June 30, 2010; 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 |
Holders of Home Federal Bancorp common stock of record at the close of business on September 30, 2009 are entitled to vote at the meeting. | |
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ANNUAL REPORT |
Our 2009 Annual Report to Shareholders is enclosed but is not a part of the proxy solicitation materials. | |
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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 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 your voting instruction form. 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
 DeNell W. Mitchell
Corporate Secretary
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Shreveport, Louisiana
October 9, 2009 | ||
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TABLE OF CONTENTS |
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Page | |
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About the Annual Meeting of Shareholders |
1 |
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Information with Respect to Nominees for Director, Continuing Directors and
Executive Officers |
3 |
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Election of Directors (Proposal One) |
3 |
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Members of the Board of Directors Continuing in Office |
4 |
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Director Nominations |
4 |
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Directors' Attendance at Annual Meetings |
5 |
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Directors' Compensation |
5 |
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Committees and Meetings of the Board of Directors |
6 |
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Report of the Audit Committee |
6 |
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Management Compensation |
7 |
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Summary Compensation Table |
7 |
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Employment Agreements |
7 |
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Outstanding Equity Awards at Fiscal Year-End |
8 |
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Related Party Transactions |
8 |
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Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management |
9 |
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Section 16(a) Beneficial Ownership Reporting Compliance |
10 |
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Ratification of Appointment of Independent Registered Public Accounting Firm
(Proposal Two) |
10 |
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Audit Fees |
11 |
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Shareholder Proposals, Nominations and Communications with the Board of Directors |
12 |
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Annual Reports |
12 |
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Other Matters |
13 |
PROXY STATEMENT
OF
HOME FEDERAL BANCORP, INC. OF LOUISIANA
_____________________
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ABOUT THE ANNUAL MEETING OF SHAREHOLDERS |
This proxy statement is furnished to holders of common stock of Home Federal Bancorp, Inc. of Louisiana, the parent holding company of Home Federal Bank. Our Board of Directors is soliciting proxies to be used at the annual meeting of
shareholders to be held at our main office at 624 Market Street, Shreveport, Louisiana, on Tuesday, November 10, 2009 at 10:00 a.m., Central Time, and any adjournment thereof, for the purposes set forth in the Notice of Annual Meeting of Shareholders. This proxy statement is first being mailed to shareholders on or about October 9, 2009.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on November 10, 2009. This
proxy statement and our 2009 Annual Report are available on our website at www.homefederalbancorp.com under "Investor Relations."
What is the purpose of the annual meeting?
At our annual meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting, including the election of directors and ratification of our independent registered public accounting firm. In addition, management
will report on the performance of Home Federal Bancorp and respond to questions from shareholders.
Who is entitled to vote?
Only our shareholders of record as of the close of business on the record date for the meeting, September 30, 2009, are entitled to vote at the meeting. On the record date, we had 3,350,166 shares of common stock issued and outstanding and no other
class of equity securities outstanding. For each issued and outstanding share of common stock you own on the record date, you will be entitled to one vote on each matter to be voted on at the meeting, in person or by proxy.
How do I submit my proxy?
After you have carefully read this proxy statement, indicate on your proxy form how you want your shares to be voted, then sign, date and mail your proxy form in the enclosed prepaid return envelope as soon as possible. This will enable
your shares to be represented and voted at the annual meeting.
If my shares are held in "street name" by my broker, could my broker automatically vote my shares?
Yes. Your broker may vote in his or her discretion on the election of directors and ratification of the independent registered public accounting firm if you do not furnish instructions.
Can I attend the meeting and vote my shares in person?
All shareholders are invited to attend the annual meeting. Shareholders of record can vote in person at the annual meeting. If your shares are held in street name, then you are not the shareholder of record and you must ask
your broker or other nominee how you can vote at the annual meeting.
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Can I change my vote after I return my proxy card?
Yes. If you are a shareholder of record, there are three ways you can change your vote or revoke your proxy after you have sent in your proxy form.
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First, you may complete and submit a new proxy form before the annual meeting. Any earlier proxies will be revoked automatically. |
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Second, you may send a written notice to our Corporate Secretary, Ms. DeNell W. Mitchell, Home Federal Bancorp, Inc. of Louisiana, 624 Market Street, Shreveport, Louisiana 71101, in advance of the meeting stating that you would like to revoke your proxy. |
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Third, you may attend the annual meeting and vote in person. Any earlier proxy will be revoked. However, attending the annual meeting without voting in person will not revoke your proxy. |
If your shares are held in "street name" and you have instructed a broker or other nominee to vote your shares, you must follow directions from your broker or other nominee to change your vote.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a majority of outstanding shares that all shareholders are entitled to vote on a particular matter will constitute a quorum. Proxies received but marked as abstentions
and broker non-votes will be included in the calculation of the number of votes considered to be present at the meeting.
What are the Board of Directors' recommendations?
The recommendations of the Board of Directors are set forth under the description of each proposal in this proxy statement. In summary, the Board of Directors recommends that you vote FOR the
nominees for director described herein and FOR ratification of the appointment of LaPorte Sehrt Romig & Hand for fiscal 2010.
The proxy solicited hereby, if properly signed and returned to us and not revoked prior to its use, will be voted in accordance with your instructions. If no contrary instructions are given, each proxy signed and received will be voted
in the manner recommended by the Board of Directors and, upon the transaction of such other business as may properly come before the meeting, in accordance with the best judgment of the persons appointed as proxies. Proxies solicited hereby may be exercised only at the annual meeting and any adjournment of the annual meeting and will not be used for any other meeting.
What vote is required to approve each item?
The election of directors will be determined by a plurality of the votes cast at the annual meeting. The four nominees for director receiving the most "for" votes will be elected directors. The affirmative vote of a majority
of the shares represented in person or by proxy at the annual meeting is required for approval of the proposal to ratify the appointment of LaPorte Sehrt Romig & Hand for fiscal 2010. Abstentions are considered in determining the presence of a quorum and will count as a vote against the proposal to ratify the appointment of the independent registered public accounting firm.
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As indicated below under "Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management," Home Federal Mutual Holding Company of Louisiana owns a majority of our outstanding common stock. Home Federal Mutual Holding
Company intends to vote all of the shares it owns for the nominees for director and for the ratification of the appointment of LaPorte Sehrt Romig & Hand, thereby ensuring a quorum at the annual meeting, and that each of such proposals will be adopted.
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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS |
Election of Directors (Proposal One)
Our Bylaws provide that the Board of Directors shall be divided into three classes as nearly equal in number as possible. The directors are elected by our shareholders for staggered terms and until their successors are elected and qualified. One
class shall be elected annually. At this meeting, you will be asked to elect one class of directors, consisting of four directors, for a three-year term expiring in 2012 and until their successors are elected and qualified.
Our Board of Directors has recommended the re-election of Messrs. Barlow, Hearne, Patterson, and Wedgeworth as directors. No director or nominee for director is related to any other director or executive officer by blood, marriage or adoption, except Daniel Herndon and David Herndon III who are brothers. Shareholders
are not permitted to use cumulative voting for the election of directors. Our Board of Directors has determined that Messrs. Colquitt, Harrison, Hearne, Humphrey, Lawrence and Wedgeworth are independent directors as defined in the Nasdaq listing standards.
Unless otherwise directed, each proxy signed and returned by a shareholder will be voted for the election of the nominees for director listed below. If any person named as a nominee should be unable or unwilling to stand for election
at the time of the annual meeting, the proxies will nominate and vote for any replacement nominee or nominees recommended by our Board of Directors. At this time, the Board of Directors knows of no reason why any of the nominees listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for director, and our continuing directors, all of whom also serve as directors of Home Federal Bank. The indicated period of service as a director includes service as a
director of Home Federal Bank, formerly named Home Federal Savings and Loan Association, prior to the organization of Home Federal Bancorp in 2005. Ages are reflected as of June 30, 2009.
Nominees for Director for Three-Year Terms Expiring in 2012
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Name |
Age |
Position with Home Federal Bancorp and
Principal Occupation During the Past Five Years |
Director
Since | |||
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James R. Barlow |
40 |
Director. President and Chief Operating Officer of Home Federal Bank since February 2009. Previously, Mr. Barlow served as Executive Vice President and Area Manager for the Arkansas-Louisiana-Texas area commercial real estate operations of Regions Bank from August 2006 until February 2009. From 2005 until August
2006, Mr. Barlow was a Regions Bank City President for the Shreveport-Bossier area and from February 2003 to 2005 he served as Commercial Loan Manager for Regions Bank for the Shreveport-Bossier area. Mr. Barlow served in various positions at Regions Bank since 1997. |
2009 |
3
Nominees for Director for Three-Year Terms Expiring in 2012 (Continued)
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Name |
Age |
Position with Home Federal Bancorp and
Principal Occupation During the Past Five Years |
Director
Since | |||
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Henry M. Hearne |
69 |
Director. Self employed in the fields of investments and farming. |
2000 | |||
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Clyde D. Patterson |
67 |
Director. Executive Vice President of Home Federal Bank and Home Federal Bancorp since September 1993 and January 2005, respectively. |
1990 | |||
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Amos L. Wedgeworth, Jr. |
83 |
Director. Retired physician. |
1980 |
The Board of Directors recommends that you vote FOR election
of the nominees for director.
Members of the Board of Directors Continuing in Office
Directors Whose Terms Expire in 2010
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Name |
Age |
Position with Home Federal Bancorp and
Principal Occupation During the Past Five Years |
Director
Since | |||
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Walter T. Colquitt III |
64 |
Director. Dentist, Shreveport, Louisiana. |
1993 | |||
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Daniel R. Herndon |
69 |
Chairman of the Board, President and Chief Executive Officer of Home Federal Bancorp since 2005. Chairman of the Board of Directors of Home Federal Bank since January 1998. Chief Executive Officer of Home Federal Bank since September 1993 and President from 1993 to February 2009. |
1980 | |||
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Scott D. Lawrence |
63 |
Director. President of Southwestern Wholesale, Shreveport, Louisiana since 1980. |
1994 |
Directors Whose Terms Expire in 2011
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Name |
Age |
Position with Home Federal Bancorp and
Principal Occupation During the Past Five Years |
Director
Since | |||
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David A. Herndon III |
72 |
Director. Retired geologist. |
1998 | |||
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Woodus K. Humphrey |
69 |
Director. Insurance executive, Woodus Humphrey Insurance, Inc., Shreveport, Louisiana. |
2001 | |||
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Mark Malloy Harrison |
50 |
Director. Co-owner of House of Carpets and Lighting, a floor coverings and lighting fixtures business in Shreveport, Louisiana, since September 2007, and co-owner of Roly Poly sandwich franchises located in Shreveport and West Monroe, Louisiana since 2005. |
2007 |
Director Nominations
Nominations for director of Home Federal Bancorp are made by the full Board of Directors which acts as the nominating committee pursuant to our federal stock Bylaws. All of our directors participate in the consideration of director nominees
and will consider candidates for director suggested by other directors, as well as our management and shareholders. A shareholder who desires to recommend a prospective nominee for the Board should notify our Secretary in writing with whatever supporting material the shareholder considers appropriate. Any shareholder wishing to make a nomination must follow our procedures for shareholder nominations, which are described under "Shareholder Proposals, Nominations and Communications with the
Board of Directors."
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Directors' Attendance at Annual Meetings
Directors are expected to attend the annual meeting absent a valid reason for not doing so. Eight of our nine directors attended the 2008 annual meeting of shareholders.
Directors' Compensation
We do not pay separate compensation to directors for their service on the Board of Directors of Home Federal Bancorp. During fiscal 2009, members of Home Federal Bank's Board of Directors received $750 per regular Board meeting held. Members
of Home Federal Bank's committees received $50 per committee meeting, only if attended. Members of the Board or committees generally do not receive compensation for meetings held telephonically, although exceptions may be made to this policy. The members of the Board may also receive bonuses in June and December of each year. Board fees are subject to periodic adjustment by the Board of Directors.
The table below summarizes the total compensation paid to our non-employee directors and Mr. Barlow, for his service as a director, for the fiscal year ended June 30, 2009. Mr. Barlow also receives compensation as an officer of Home Federal
Bank. See "Management Compensation – Employment Agreements" for a discussion of the employment agreement between Home Federal Bank and Mr. Barlow.
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Name |
Fees Earned or Paid in Cash |
Stock
Awards(1) |
Option
Awards(1) |
All Other
Compensation(2) |
Total(3) |
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James R. Barlow* |
$ | 3,200 | $ | -- | $ | -- | $ | 1,000 | $ | 4,200 | ||||||||||
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Walter T. Colquitt III |
9,750 | 5,890 | 2,689 | 2,431 | 20,760 | |||||||||||||||
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Mark Malloy Harrison |
9,950 | -- | -- | 2,000 | 11,950 | |||||||||||||||
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Henry M. Hearne |
10,050 | 5,890 | 2,689 | 2,431 | 21,060 | |||||||||||||||
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David A. Herndon III |
9,850 | 5,890 | 2,689 | 2,431 | 20,860 | |||||||||||||||
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Woodus K. Humphrey |
7,500 | 5,890 | 2,689 | 2,431 | 18,510 | |||||||||||||||
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Scott D. Lawrence |
10,050 | 5,890 | 2,689 | 2,431 | 21,060 | |||||||||||||||
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Amos L. Wedgeworth, Jr. |
7,500 | 5,890 | 2,689 | 2,431 | 18,510 | |||||||||||||||
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_____________________ |
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* |
Director of Home Federal Bank since February 2009. |
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(1) |
The columns "Stock Awards" and "Option Awards" reflect expense recognized during fiscal 2009 in accordance with Statement of Financial Accounting Standards No. 123(R) related to grants of restricted stock awards under the 2005 Recognition and Retention Plan and grants of stock options under the 2005 Stock Option Plan, respectively, on August 18, 2005. The restricted stock awards and stock options are vesting
pro rata over five years commencing on the first anniversary of the grant date. All stock options granted to date have an exercise price of $9.85 per share. No grants of restricted stock awards or stock options were made in fiscal 2009. |
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(2) |
Includes bonuses paid in December 2008 and June 2009. Also includes dividends paid on shares awarded pursuant to the 2005 Recognition and Retention Plan that vested during fiscal 2009, for each director other than Messrs. Barlow and Harrison. Dividends paid on the restricted stock awards are held in the Recognition Plan Trust and paid to the recipient when the restricted stock is earned. |
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(3) |
At June 30, 2009, each non-employee director, other than Mr. Harrison, held 1,195 unvested stock awards under our 2005 Recognition and Retention Plan and an aggregate of 7,473 outstanding options under our 2005 Stock Option Plan. In accordance with the rules and regulations of the Office of Thrift Supervision, no future grants or awards are permissible for our non-employee directors under the 2005 Recognition and Retention
Plan unless previous awards are forfeited by our current non-employee directors. |
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Committees and Meetings of the Board of Directors
During the fiscal year ended June 30, 2009, the Board of Directors of Home Federal Bancorp met 12 times. No director of Home Federal Bancorp attended fewer than 75% of the aggregate of the total number of Board meetings held during the
period for which he has been a director and the total number of meetings held by all committees of the Board on which he served during the periods that he served.
We do not currently have a standing compensation committee. The compensation levels of the Chief Executive Officer and the other officers are determined by the Board of Directors, however, directors Daniel Herndon, James Barlow and Clyde
Patterson do not participate in discussions of their own compensation.
Audit Committee. The Board of Directors has established an Audit Committee consisting of Messrs. Hearne, Lawrence and David Herndon. The Audit Committee
reviews with management and the independent registered public accounting firm the systems of internal control, reviews the annual financial statements, including the Form 10-K and monitors Home Federal Bancorp's adherence in accounting and financial reporting to generally accepted accounting principles. The Audit Committee is comprised of directors who are independent directors as defined in the Nasdaq listing standards and the rules and regulations of the Securities and Exchange Commission, except
for David Herndon, who is the brother of Daniel Herndon. The Board of Directors has determined that no members of the Audit Committee meet the qualifications established for an audit committee financial expert in the regulations of the Securities and Exchange Commission. The Audit Committee met one time in fiscal 2009. The Audit Committee charter as presently in effect was attached as Appendix
A to the proxy statement for the 2008 annual meeting of shareholders.
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REPORT OF THE AUDIT COMMITTEE |
The Audit Committee has reviewed and discussed Home Federal Bancorp's audited financial statements with management. The Audit Committee has discussed with Home Federal Bancorp's independent registered public accounting firm, LaPorte Sehrt
Romig and Hand, the matters required to be discussed by the Statement on Auditing Standards ("SAS") No. 61, "Communication with Audit Committees," as amended by SAS No. 90, "Audit Committee Communications" as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees"
and has discussed with LaPorte Sehrt Romig & Hand, the independent auditor's independence. Based on the review and discussions referred to above in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Home Federal Bancorp's Annual Report on Form 10-K for fiscal year 2009 for filing with the Securities and Exchange Commission.
Members of the Audit Committee
Henry M. Hearne
David A. Herndon III
Scott D. Lawrence
6
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MANAGEMENT COMPENSATION |
Summary Compensation Table
The following table sets forth a summary of certain information concerning the compensation paid by Home Federal Bank for services rendered in all capacities during the fiscal years ended June 30, 2009 and 2008 to Home Federal Bancorp's principal
executive officer and the only other executive officer whose total compensation exceeded $100,000 during fiscal 2009. Home Federal Bancorp, the holding company of Home Federal Bank, has not paid separate cash compensation to its executive officers.
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Name and Principal Position |
Fiscal
Year |
Salary |
Bonus |
Stock
Awards(1) |
Option Awards(1) |
All Other
Compensation(2) |
Total |
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Daniel R. Herndon
President and Chief
Executive Officer |
2009
2008 |
$
|
133,525 130,950 |
$
|
13,155 19,613 |
$
|
34,337
34,337 |
$
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15,660
15,660 |
$
|
53,049
49,198 |
$ |
249,726
249,758 |
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Clyde D. Patterson
Executive Vice President |
2009
2008 |
105,850 104,000 | 10,430 15,585 |
18,321
18,321 |
9,418
9,418 |
37,877
38,787 |
181,896
189,111 |
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___________________
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(1) |
Reflects the amount expensed in accordance with Statement of Financial Accounting Standards No. 123(R) during the fiscal year for awards of restricted stock and stock options that vested during the fiscal year, with respect to each of the named executive officers. The valuation of the restricted stock awards is based on a grant date fair value of $9.85. The assumptions used in valuing the stock option awards
are set forth in Note 14 to the Consolidated Financial Statements included in our 2009 Annual Report to Shareholders. |
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(2) |
Includes matching contributions under the Home Federal Savings and Loan 401(k) Plan during fiscal 2009, the fair market value of the shares of Home Federal Bancorp common stock allocated to the employee stock ownership plan accounts of Messrs. Herndon and Patterson during fiscal 2009 and directors' fees paid to each of Messrs. Herndon and Patterson during fiscal 2009. Messrs. Herndon and Patterson received
directors' fees of $9,950 and $9,750, respectively, and directors' bonuses of $2,000 each in fiscal 2009. Also includes health insurance premiums paid on behalf of Messrs. Herndon and Patterson, dividends paid on restricted stock awards in fiscal 2009 and use of a company-owned automobile. |
Employment Agreements
Home Federal Bank entered into employment agreements with Messrs. Herndon and Barlow in fiscal 2009. Pursuant to the employment agreements, Messrs. Herndon and Barlow serve as Chairman of the Board and Chief Executive Officer and as
President and Chief Operating Officer, respectively, of Home Federal Bank for a term of three years and one year, respectively, commencing on the effective date, February 21, 2009. On each anniversary of the effective date, the term of each agreement is extended for an additional year unless Home Federal Bank or the executive gives notice to the other party not to extend the agreements. At least annually, the Board of Directors of Home Federal Bank will consider whether to continue to renew
the employment agreements. The agreements provide for initial base salaries of $135,500 and $150,000 per year for each of Messrs. Herndon and Barlow, respectively. Such salaries may be increased at the discretion of the Board of Directors of Home Federal Bank but may not be decreased during the term of the agreements without the prior written consent of the executives. Home Federal Bank also agreed to provide each of Messrs. Herndon and Barlow with an automobile during the term
of the agreements.
The agreements are terminable with or without cause by Home Federal Bank. The agreements provide that in the event of a wrongful termination of employment (including a voluntary termination by Messrs. Herndon or Barlow as a result of a material breach of the agreement by Home Federal Bank or for "good reason" which includes a material
diminution in the executive's base compensation, authorities, duties or responsibilities without his consent), each of the executives would be entitled to (1) an amount of cash severance which is equal to three times, for Mr. Herndon, or one times, for Mr. Barlow, the sum of his base salary as of the date of termination plus his prior calendar year's bonus and (2) continued participation in certain employee benefit plans of Home Federal Bank until the earlier of 36 months, for Mr. Herndon, or 12 months, for Mr.
Barlow, or the date the executive receives substantially similar benefits from full-time employment with another employer. The agreements with Home Federal Bank provide that in the event any of the payments to be made thereunder or otherwise upon termination of employment are deemed to constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code, then such payments and benefits received thereunder shall be reduced by the minimum amount necessary to result in no portion
of the payments and benefits being non-deductible by Home Federal Bank for federal income tax purposes.
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Home Federal Bancorp entered into an employment agreement with Mr. Herndon, effective February 21, 2009, to serve as Chairman of the Board, President and Chief Executive Officer of Home Federal Bancorp which is on terms substantially similar
to Mr. Herndon's agreement with Home Federal Bank, except as follows. The agreement provides that severance payments payable to Mr. Herndon by Home Federal Bancorp shall include the amount by which the severance benefits payable by Home Federal Bank are reduced as a result of Section 280G of the Internal Revenue Code, if the parachute payments exceed 105% of three times the executive's "base amount" as defined in Section 280G of the Internal Revenue Code. If the parachute payments are not
more than 105% of the amount equal to three times the executive's base amount, the severance benefits payable by Home Federal Bancorp will be reduced so they do not constitute "parachute payments" under Section 280G of the Internal Revenue Code. In addition, the agreement provides that Home Federal Bancorp shall reimburse Mr. Herndon for any resulting excise taxes payable by him, plus such additional amount as may be necessary to compensate him for the payment of state and federal income, excise and
other employment-related taxes on the additional payments. Under the agreement, Mr. Herndon's compensation, benefits and expenses will be paid by Home Federal Bancorp and Home Federal Bank in the same proportion as the time and services actually expended by the executive on behalf of each company.
Outstanding Equity Awards at Fiscal Year-End
Home Federal Bancorp did not grant any awards of restricted stock or stock options during fiscal 2009 to its executive officers. Home Federal Bancorp does not maintain any equity incentive plans. The table below sets forth
outstanding equity awards under the 2005 Stock Option Plan and 2005 Recognition and Retention Plan at June 30, 2009, to our named executive officers.
|
Stock Awards |
|||||||||||||||||||||
|
Name |
Option Awards |
Number of
Shares or Units
of Stock That
Have Not Vested |
Market Value of Shares or Units of Stock That Have
Not Vested(2) |
||||||||||||||||||
|
Number of Securities Underlying Unexercised Options |
Option
Exercise Price |
Option
Expiration
Date(1) | |||||||||||||||||||
|
Exercisable |
Unexercisable |
||||||||||||||||||||
|
Daniel R. Herndon |
26,100 | 17,400 | $ | 9.85 |
8/18/2015 |
6,972 | $ | 47,061 | |||||||||||||
|
Clyde D. Patterson |
15,696 | 10,464 | 9.85 |
8/18/2015 |
3,720 | 25,110 | |||||||||||||||
___________________
|
(1) |
Granted pursuant to the 2005 Stock Option Plan and vesting at a rate of 20% per year commencing on August 18, 2006. |
|
(2) |
Calculated by multiplying the closing market price of our common stock on June 30, 2009, which was $6.75, by the applicable number of shares of common stock underlying the executive officer's unvested stock awards. |
Related Party Transactions
In accordance with applicable federal laws and regulations, Home Federal Bank offers mortgage loans to its directors, officers and employees as well as members of their immediate families for the financing of their primary residences and certain
other loans. These loans are generally made on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons. It is the belief of management that these loans neither involve more than the normal risk of collectibility nor present other unfavorable features.
8
|
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT |
The following table sets forth as of September 30, 2009, the voting record date for the annual meeting, certain information as to the common stock beneficially owned by (i) each person or entity, including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, who or which was known to us to be the beneficial owner of more than 5% of the issued and outstanding common stock, (ii) the directors of Home Federal Bancorp, (iii) certain executive officers of Home Federal Bancorp; and (iv) all directors and executive officers of Home Federal Bancorp as a group.
|
Name of Beneficial
Owner or Number of
Persons in Group |
Amount and Nature of Beneficial Ownership as of September 30, 2009(1) |
Percent of
Common Stock(2) |
||||||
|
Home Federal Mutual Holding Company of Louisiana
624 Market Street
Shreveport, Louisiana 71101 |
2,135,375 | 63.7 | % | |||||
|
Third Avenue Management LLC
622 Third Avenue, 32nd Floor
New York, New York 10017 |
274,157 | (3) | 8.2 | |||||
|
Directors: |
||||||||
|
James R. Barlow |
1,000 | * | ||||||
|
Walter T. Colquitt III |
8,156 | (4) | * | |||||
|
Mark Malloy Harrison |
4,000 | (5) | * | |||||
|
Henry M. Hearne |
23,968 | (4)(6) | * | |||||
|
Daniel R. Herndon |
92,516 | (4)(7) | 2.7 | |||||
|
David A. Herndon III |
37,428 | (4)(8) | 1.1 | |||||
|
Woodus K. Humphrey |
8,056 | (4) | * | |||||
|
Scott D. Lawrence |
18,968 | (4)(9) | * | |||||
|
Clyde D. Patterson |
35,546 | (4)(10) | 1.1 | |||||
|
Amos L. Wedgeworth, Jr. |
9,968 | (4) | * | |||||
|
All Directors and Executive Officers
as a Group (10 persons) |
217,146 | (4) | 6.3 | % | ||||
___________________
* Represents less than 1% of our outstanding common stock.
|
(1) |
Based upon filings made pursuant to the Securities Exchange Act of 1934 and information furnished by the respective individuals. Under regulations promulgated pursuant to 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 (i) voting power, which includes the power to vote or to direct the voting of the
shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares. |
|
(2) |
Each beneficial owner’s percentage ownership is determined by assuming that options held by such person (but not those held by any other person) and that are exercisable within 60 days of the voting record date have been exercised. |
|
(3) |
This information is based on a Schedule 13G filed with the Securities and Exchange Commission by Third Avenue Management LLC on February 13, 2009. Third Avenue reports sole voting and dispositive power over all the shares. |
(Footnotes continued on following page)
9
___________________
|
(4) |
Includes a total of 8,928 shares over which the directors and executive officers as a group (10 persons) have voting power which are held in the 2005 Recognition and Retention Plan Trust, that are part of grant awards that are vesting at a rate of 20% per year commencing on August 18, 2006. As of September 30, 2009, the trust holds 597 of such shares on behalf of each non-employee director and on behalf of
Messrs. Daniel Herndon and Clyde Patterson, 3,486 and 1,860 of such shares, respectively. Includes a total of 91,602 shares subject to stock options granted pursuant to the 2005 Stock Option Plan that are exercisable within 60 days of the voting record date. Each non-employee director holds 5,979 of such stock options and Messrs. Daniel Herndon and Clyde Patterson hold 34,800 and 20,928 stock options, respectively. |
|
(5) |
Includes 1,000 shares held jointly by Mr. Harrison's spouse with her parents and 3,000 shares held in Mr. Harrison's individual retirement account. |
|
(6) |
Includes 5,000 shares held by Mr. Hearne's spouse and 10,000 shares held by the Grand Bend Investments LLC, of which Mr. Hearne is a principal. |
|
(7) |
Includes 18,649 shares held in Home Federal Savings and Loan Association's 401(k) Plan for the benefit of Mr. Herndon, 4,024 shares allocated to Mr. Herndon's account in the Home Federal Bank employee stock ownership plan and 22,460 shares held by Herndon Investment Company LLC, of which Mr. Herndon is a 50% owner, and over which he disclaims beneficial ownership except with respect to his 50% pecuniary interest therein. |
|
(8) |
Includes 22,460 shares held by Herndon Investment Company LLC, of which Mr. David Herndon is a 50% owner, and over which he disclaims beneficial ownership except with respect to his 50% pecuniary interest therein. |
|
(9) |
Includes 5,000 shares held in Mr. Lawrence's individual retirement account. |
|
(10) |
Includes 5,102 shares held in Home Federal Savings and Loan Association's 401(k) Plan for the benefit of Mr. Patterson and 3,088 shares allocated to Mr. Patterson's account in the employee stock ownership plan. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the officers and directors, and persons who own more than 10% of Home Federal Bancorp's common stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. Officers, directors and greater than 10% shareholders are required by regulation to furnish Home Federal Bancorp with copies of all Section 16(a) forms they file. We know of no person who owns 10% or more of our common stock other than Home Federal Mutual Holding Company.
Based solely on our review of the copies of such forms furnished to us, or written representations from our officers and directors, we believe that during, and with respect to, the fiscal year ended June 30, 2009, our officers and directors complied
in all respects with the reporting requirements promulgated under Section 16(a) of the Securities Exchange Act of 1934, other than DeNell W. Mitchell who was late in reporting one discretionary transaction in her 401(k) Plan.
|
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL TWO) |
The Audit Committee of the Board of Directors of Home Federal Bancorp has appointed LaPorte Sehrt Romig & Hand, independent registered public accounting firm, to perform the audit of our financial statements for the year ending June 30, 2010,
and further directed that the selection of auditors be submitted for ratification by the shareholders at the annual meeting.
We have been advised by LaPorte Sehrt Romig & Hand that neither that firm nor any of its associates has any relationship with Home Federal Bancorp or its subsidiaries other than the usual relationship that exists between an independent registered
public accounting firm and its clients. LaPorte Sehrt Romig & Hand will have one or more representatives at the annual meeting who will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions.
10
In determining whether to appoint LaPorte Sehrt Romig & Hand as our independent registered public accounting firm, the Audit Committee considered whether the provision of services, other than auditing services, by LaPorte Sehrt Romig & Hand
is compatible with maintaining their independence. In fiscal 2009 and 2008, LaPorte Sehrt Romig & Hand performed auditing services as well as reviewed our public filings. The Audit Committee believes that LaPorte Sehrt Romig & Hand's performance of these services is compatible with maintaining the independent registered public accounting firm's independence.
Audit Fees
The following table sets forth the aggregate fees paid by us to LaPorte Sehrt Romig & Hand for professional services rendered by LaPorte Sehrt Romig & Hand in connection with the audit of Home Federal Bancorp's consolidated financial statements
for fiscal 2009 and 2008, as well as the fees paid by us to LaPorte Sehrt Romig & Hand for audit-related services, tax services and all other services rendered by LaPorte Sehrt Romig & Hand to us during fiscal 2009 and 2008.
|
Year Ended June 30, |
||||||||
|
2009 |
2008 |
|||||||
|
Audit fees (1) |
$ | 63,950 | $ | 97,400 | ||||
|
Audit-related fees (2) |
5,443 | 50,780 | ||||||
|
Tax fees |
-- | -- | ||||||
|
All other fees (3) |
-- | -- | ||||||
|
Total |
$ | 69,393 | $ | 148,180 | ||||
___________________
|
(1) |
Audit fees consist of fees incurred in connection with the audit of our annual financial statements and the review of the interim financial statements included in our quarterly reports filed with the Securities and Exchange Commission, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits, consents and assistance with and review of documents filed with
the Securities and Exchange Commission. |
|
(2) |
Audit related fees consist of fees incurred in connection with the provision of due diligence services and consultations regarding financial and accounting standards. |
|
(3) |
All other fees consist of fees incurred in connection with services rendered to review certain operational aspects of an employee benefit plan. |
The Audit Committee selects our independent registered public accounting firm and pre-approves all audit services to be provided by it to Home Federal Bancorp. The Audit Committee also reviews and pre-approves all audit-related and non-audit
related services rendered by our independent registered public accounting firm in accordance with the Audit Committee's charter. In its review of these services and related fees and terms, the Audit Committee considers, among other things, the possible effect of the performance of such services on the independence of our independent registered public accounting firm. The Audit Committee pre-approves certain audit-related services and certain non-audit related tax services which are specifically
described by the Audit Committee on an annual basis and separately approves other individual engagements as necessary.
Each new engagement of LaPorte Sehrt Romig & Hand was approved in advance by the Audit Committee or its Chair, and none of those engagements made use of the de minimis exception
to pre-approval contained in the Securities and Exchange Commission's rules.
The Board of Directors recommends that you vote FOR the ratification of the
appointment of LaPorte Sehrt Romig & Hand
for the fiscal year ending June 30, 2010.
11
|
SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS
WITH THE BOARD OF DIRECTORS |
Shareholder Proposals. Any proposal which a shareholder wishes to have included in the proxy materials of Home Federal Bancorp relating to the next annual meeting
of shareholders of Home Federal Bancorp, which is anticipated to be held in November 2010, must be made in writing and filed with the Corporate Secretary, DeNell W. Mitchell, Home Federal Bancorp, 624 Market Street, Shreveport, Louisiana, 71101, no later than June 11, 2010. If such proposal is in compliance with all of the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, it will be included in the proxy statement and set forth on the form of proxy issued for such annual
meeting of shareholders. It is urged that any such proposals be sent certified mail, return receipt requested.
Shareholder proposals which are not submitted for inclusion in Home Federal Bancorp's proxy materials pursuant to Rule 14a-8 may be brought before an annual meeting pursuant to Article II, Section 15 of Home Federal Bancorp's Bylaws. Notice
of the proposal must be given in writing and delivered to, or mailed and received at, our principal executive offices five days before the date of the annual meeting. The notice must include the information required by Article II, Section 15 of our Bylaws.
Shareholder Nominations. Our Bylaws provide that all nominations for election to the Board of Directors, other than those made by the Board or a committee thereof,
shall be made by a shareholder who has complied with the notice and information requirements contained in Article II, Section 14 of our Bylaws. Written notice of a shareholder nomination generally must be communicated to the attention of the Secretary and either delivered to, or mailed and received at, our principal executive offices not later than, with respect to an annual meeting of shareholders, five days before the date of the annual meeting.
Other Shareholder Communications. Shareholders who wish to communicate with the Board may do so by sending written communications addressed to the Board of Directors
of Home Federal Bancorp, Inc., c/o DeNell W. Mitchell, Corporate Secretary, at 624 Market Street, Shreveport, Louisiana 71101. Ms. Mitchell will forward such communications to the director or directors to whom they are addressed.
|
ANNUAL REPORTS |
A copy of Home Federal Bancorp's Annual Report for the year ended June 30, 2009 accompanies this proxy statement. Such annual report is not part of the proxy solicitation materials.
Upon receipt of a written request, we will furnish to any shareholder a copy of the Form 10-K for the year ended June 30, 2009 and exhibits to the Annual Report on Form 10-K. Such written requests should be directed
to Ms. DeNell W. Mitchell, Corporate Secretary, Home Federal Bancorp, Inc., 624 Market Street, Shreveport, Louisiana 71101.
12
|
OTHER MATTERS |
Management is not aware of any business to come before the annual meeting other than the matters described above in this proxy statement. However, if any other matters should properly come before the meeting, it is intended that the proxies
solicited hereby will be voted with respect to those other matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by Home Federal Bancorp. Home Federal Bancorp will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the
proxy materials to the beneficial owners of Home Federal Bancorp's common stock. In addition to solicitations by mail, directors, officers and employees of Home Federal Bancorp may solicit proxies personally or by telephone without additional compensation.
13
|
REVOCABLE PROXY |
||
|
[X] Please Mark Votes
As in This Example |
HOME FEDERAL BANCORP, INC. OF LOUISIANA |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HOME FEDERAL BANCORP, INC. OF LOUISIANA FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 10, 2009 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of Home Federal Bancorp, Inc. of Louisiana or any successors thereto, as proxies with full powers of substitution, to represent and vote, as designated below, all the shares of common stock
of Home Federal Bancorp, Inc. held of record by the undersigned on September 30, 2009 at the Annual Meeting of Shareholders to be held at the main office of Home Federal Bancorp, located at 624 Market Street, Shreveport, Louisiana on Tuesday, November 10, 2009, at 10:00 a.m., Central Time, or at any adjournment thereof.
1. ELECTION of directors for three-year term.
[ ] FOR [ ] WITHHOLD [
] FOR ALL EXCEPT
NOMINEES for three-year term expiring in 2012: James R. Barlow, Henry M. Hearne, Clyde D. Patterson and Amos L. Wedgeworth, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For All Except" and write that nominee's name in the space provided below.
_______________________________________________
2. PROPOSAL to ratify the appointment of LaPorte Sehrt Romig & Hand as Home Federal Bancorp's independent registered public accounting firm for the fiscal year ending June 30, 2010.
[ ] FOR [ ] AGAINST
[ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.
The Board of Directors recommends that you vote "FOR" all the nominees listed above and "FOR" the ratification of LaPorte Sehrt Romig & Hand.
THE SHARES OF HOME FEDERAL BANCORP'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES TO THE BOARD OF DIRECTORS AND FOR RATIFICATION OF HOME FEDERAL BANCORP'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
|
Please be sure to date and sign
this proxy card in the box below. |
Date | ||||
|
Sign above |
|||||
|
•
|
Detach above card, sign, date and mail in postage paid envelope provided. |
|
• |
|
HOME FEDERAL BANCORP, INC. OF LOUISIANA |
|
The above signed hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders of Home Federal Bancorp, Inc. of Louisiana and the accompanying Proxy Statement and Annual Report for the year ended June 30, 2009, prior to the signing of this proxy.
|
|
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 |
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
| ___________________________________________________ | Driving Directions: |
| From I-20 East/West | |
|
___________________________________________________ |
Take the US-71/Spring Street Exit |
| Merge onto Spring Street | |
| ___________________________________________________ | Turn left at 2nd cross street onto Milam Street |
| Take the 1st left onto Market Street | |
| End at 624 Market Street |
|
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on November 10, 2009.
The proxy statement and 2009 Annual Report are available on our website at www.homefederalbancorp.com under "Investor Relations." |
HOME FEDERAL SAVINGS AND LOAN ASSOCIATION
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
VOTING INSTRUCTION BALLOT
_______________________
|
[X] Please Mark Votes |
HOME FEDERAL BANCORP, INC. OF LOUISIANA |
|
|
As in This Example |
ANNUAL MEETING OF SHAREHOLDERS |
|
|
____________________ |
The undersigned hereby instructs the Trustees of the Employees' Savings and Profit Sharing Plan (the "401(k) Plan") of Home Federal Savings and Loan Association to vote, as designated below, all the shares of common stock of Home Federal Bancorp,
Inc. allocated to my 401(k) Plan account as of September 30, 2009 at the Annual Meeting of Shareholders to be held at Home Federal Bancorp's main office located at 624 Market Street, Shreveport, Louisiana, on Tuesday, November 10, 2009, at 10:00 a.m., Central Time, or at any adjournment thereof.
1. ELECTION of directors for three year term.
[ ] FOR [ ] WITHHOLD [
] FOR ALL EXCEPT
|
NOMINEES for three year term expiring in 2012: |
James R. Barlow, Henry M. Hearne, Clyde D. Patterson and Amos L. Wedgeworth, Jr. |
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For All Except" and write that nominee's name in the space provided below.
_______________________________________________
2. PROPOSAL to ratify the appointment of LaPorte Sehrt Romig & Hand as Home Federal Bancorp's independent registered public accounting firm for the fiscal year ending June 30, 2010.
[ ] FOR [ ] AGAINST
[ ] ABSTAIN
3. In their discretion, the Trustees are authorized to vote upon such other business as may properly come before the meeting.
The Board of Directors recommends that you vote "FOR" all the nominees listed above and "FOR" the ratification of LaPorte Sehrt Romig & Hand.
THE SHARES OF HOME FEDERAL BANCORP'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR THE NOMINEES TO THE BOARD OF DIRECTORS AND FOR RATIFICATION OF HOME FEDERAL BANCORP'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND OTHERWISE AT THE DISCRETION OF THE TRUSTEES.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders of Home Federal Bancorp, Inc. and the accompanying Proxy Statement and Annual Report for the year ended June 30, 2009 prior to the
signing of this card.
Please sign this card exactly as your name appears on this card. When signing in a representative capacity, please give title.
|
Please be sure to sign and
date this Card. |
Date | |||
|
Participant sign above |
||||
October 9, 2009
|
To: |
Participants in the Home Federal Savings and Loan Association Employees' Savings and Profit Sharing Plan (the "401(k) Plan") |
Re: Instructions for voting shares of Home Federal Bancorp, Inc. of Louisiana
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 Home Federal Bancorp, Inc. We hope you will take advantage of the
opportunity to direct the manner in which shares of common stock of Home Federal Bancorp allocated to your account in the Home Federal Savings and Loan Association 401(k) Plan will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon, 2009 Annual Report to Shareholders and Voting Instruction Ballot. After you have reviewed the Proxy Statement, we urge you to vote your
allocated shares held in the 401(k) Plan by marking, dating, signing and returning the enclosed Voting Instruction Ballot. In order to be effective, your Voting Instruction Ballot must be received by Clyde D. Patterson no later than November 3, 2009. Mr. Patterson will tabulate the votes for the purpose of having those shares voted by the Trustees.
We urge each of you to vote, as a means of participating in the governance of the affairs of Home Federal Bancorp. If your voting instructions are not received, the shares allocated to your 401(k) Plan account will generally not be
voted. While I hope that you will vote in the manner recommended by the Board of Directors, the most important thing is that you vote in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares which have been allocated to you in your account under the 401(k) Plan. If you also own shares of Home Federal Bancorp common stock outside of the 401(k) 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,
Daniel R. Herndon
President
HOME FEDERAL SAVINGS AND LOAN ASSOCIATION
RECOGNITION AND RETENTION PLAN
VOTING INSTRUCTION BALLOT
_______________________
|
[X] Please Mark Votes |
HOME FEDERAL BANCORP, INC. OF LOUISIANA |
|
|
As in This Example |
ANNUAL MEETING OF SHAREHOLDERS |
|
|
____________________ |
The undersigned hereby instructs the Trustees of the 2005 Recognition and Retention Plan (the "Recognition Plan") of Home Federal Bancorp, Inc. to vote, as designated below, all the shares of common stock of Home Federal Bancorp, Inc. granted
pursuant to the Recognition Plan to the undersigned as of September 30, 2009 at the Annual Meeting of Shareholders to be held at Home Federal Bancorp's main office located at 624 Market Street, Shreveport, Louisiana, on Tuesday, November 10, 2009, at 10:00 a.m., Central Time, or at any adjournment thereof.
1. ELECTION of directors for three year term.
[ ] FOR [ ] WITHHOLD [
] FOR ALL EXCEPT
|
NOMINEES for three year term expiring in 2012: |
James R. Barlow, Henry M. Hearne, Clyde D. Patterson and Amos L. Wedgeworth, Jr. |
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For All Except"
and write that nominee's name in the space provided below.
_______________________________________________
2. PROPOSAL to ratify the appointment of LaPorte Sehrt Romig & Hand as Home Federal Bancorp's independent registered public accounting firm for the fiscal year ending June 30, 2010.
[ ] FOR [ ] AGAINST
[ ] ABSTAIN
3. In their discretion, the Trustees are authorized to vote upon such other business as may properly come before the meeting.
The Board of Directors recommends that you vote "FOR" all the nominees listed above and "FOR" the ratification of LaPorte Sehrt Romig & Hand.
THE SHARES OF HOME FEDERAL BANCORP'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR THE NOMINEES TO THE BOARD OF DIRECTORS AND FOR RATIFICATION OF HOME FEDERAL BANCORP'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND OTHERWISE AT THE DISCRETION OF THE TRUSTEES.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders of Home Federal Bancorp, Inc. and the accompanying Proxy Statement and Annual Report for the year ended June 30, 2009 prior to the
signing of this card.
Please sign this card exactly as your name appears on this card. When signing in a representative capacity, please give title.
|
Please be sure to sign and
date this Card. |
Date | |||
|
Participant sign above |
||||
October 9, 2009
|
To: |
Persons Granted Restricted Stock under Home Federal Bancorp's Recognition and Retention Plan (the "Recognition Plan") |
Re: Instructions for voting shares of Home Federal Bancorp, Inc. of Louisiana
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 Home Federal Bancorp, Inc. We hope you will take advantage of the
opportunity to direct the manner in which shares of common stock of Home Federal Bancorp granted to you pursuant to the 2005 Recognition and Retention Plan will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon, 2009 Annual Report to Shareholders and Voting Instruction Ballot. After you have reviewed the Proxy Statement, we urge you to vote the
restricted shares granted to you by marking, dating, signing and returning the enclosed Voting Instruction Ballot. Mr. Patterson 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 Home Federal 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 2005 Recognition and Retention Plan. If you also own shares of Home Federal 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,
Daniel R. Herndon
President
|
HOME FEDERAL SAVINGS AND LOAN ASSOCIATION |
||
|
EMPLOYEE STOCK OWNERSHIP PLAN |
||
|
VOTING INSTRUCTION BALLOT |
||
|
____________________ |
||
|
HOME FEDERAL BANCORP, INC. OF LOUISIANA |
||
|
[X] Please Mark Votes |
ANNUAL MEETING OF SHAREHOLDERS |
|
|
As in This Example |
____________________ |
The undersigned hereby instructs the Trustees of the Employee Stock Ownership Plan (the "ESOP") of Home Federal Savings and Loan Association to vote, as designated below, all the shares of common stock of Home Federal Bancorp, Inc. allocated
to my ESOP account as of September 30, 2009 at the Annual Meeting of Shareholders to be held at Home Federal Bancorp's main office located at 624 Market Street, Shreveport, Louisiana, on Tuesday, November 10, 2009, at 10:00 a.m., Central Time, or at any adjournment thereof.
1. ELECTION of directors for three year term.
[ ] FOR [ ] WITHHOLD [
] FOR ALL EXCEPT
|
NOMINEES for three year term expiring in 2012: |
James R. Barlow, Henry M. Hearne, Clyde D. Patterson and Amos L. Wedgeworth, Jr. |
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For All Except" and write that nominee's name in the space provided below.
_______________________________________________
2. PROPOSAL to ratify the appointment of LaPorte Sehrt Romig & Hand as Home Federal Bancorp's independent registered public accounting firm for the fiscal year ending June 30, 2010.
[ ] FOR [ ] AGAINST
[ ] ABSTAIN
3. In their discretion, the Trustees are authorized to vote upon such other business as may properly come before the meeting.
The Board of Directors recommends that you vote "FOR" all the nominees listed above and "FOR" the ratification of LaPorte Sehrt Romig & Hand.
THE SHARES OF HOME FEDERAL BANCORP'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR THE NOMINEES TO THE BOARD OF DIRECTORS AND FOR RATIFICATION OF HOME FEDERAL BANCORP'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND OTHERWISE AT THE DISCRETION OF THE TRUSTEES.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders of Home Federal Bancorp, Inc. and the accompanying Proxy Statement and Annual Report for the year ended June 30, 2009 prior to the
signing of this card.
Please sign this card exactly as your name appears on this card. When signing in a representative capacity, please give title.
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Please be sure to sign and
date this Card. |
Date | |||
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Participant sign above |
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October 9, 2009
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To: |
Participants in the Home Federal Savings and Loan Association Employee Stock Ownership Plan (the "ESOP") |
Re: Instructions for voting shares of Home Federal Bancorp, Inc. of Louisiana
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 Home Federal Bancorp, Inc. We hope you will take advantage of the
opportunity to direct the manner in which shares of common stock of Home Federal Bancorp allocated to your account in the Home Federal Savings and Loan Association ESOP will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon, 2009 Annual Report to Shareholders and Voting Instruction Ballot. After you have reviewed the Proxy Statement, we urge you to vote your
allocated shares held in the ESOP by marking, dating, signing and returning the enclosed Voting Instruction Ballot. In order to be effective, your Voting Instruction Ballot must be received by Clyde D. Patterson no later than November 3, 2009. Mr. Patterson will tabulate the votes for the purpose of having those shares voted by the Trustees.
We urge each of you to vote, as a means of participating in the governance of the affairs of Home Federal Bancorp. If your voting instructions are not received, the shares allocated to your ESOP account will generally not be
voted. While I hope that you will vote in the manner recommended by the Board of Directors, the most important thing is that you vote in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares which have been allocated to you in your account under the ESOP. If you also own shares of Home Federal Bancorp common stock outside of the ESOP, you should receive
other voting material for those shares owned by you individually. Please return all your voting material so that all your shares may be voted.
Sincerely,
Daniel R. Herndon
President