SCHEDULE 14A

(RULE 14A-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

 

 

Filed by the registrant ¨

 

Filed by a party other than the registrant x

 

Check the appropriate box:

 

¨ Preliminary proxy statement.

 

¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)).

 

¨ Definitive proxy statement.

 

x Definitive additional materials.

 

¨ Soliciting material under Rule 14a-12.

 

HOPFED BANCORP, INC.

(Name of Registrant as Specified in its Charter)

 

STILWELL VALUE PARTNERS I, L.P.

STILWELL VALUE PARTNERS VI, L.P.

STILWELL ACTIVIST FUND, L.P.

STILWELL ASSOCIATES, L.P.

STILWELL ASSOCIATES INSURANCE FUND
OF THE S.A.L.I. MULTI-SERIES FUND L.P.

 STILWELL VALUE LLC

STILWELL ADVISERS LLC

 JOSEPH STILWELL
ROBERT BOLTON

JOHN P. O'GRADY

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

 

 

Payment of filing fee (check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1) Title of each class of securities to which transaction applies:

 

(2) Aggregate number of securities to which transaction applies:

 

(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):

 

(4) Proposed maximum aggregate value of transaction:

 

(5) Total fee paid:

 

¨ Fee paid previously with preliminary materials.

 

¨ 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.

 

(1) Amount Previously Paid:

 

(2) Form, Schedule or Registration Statement No.:

 

(3) Filing Party:

 

(4) Date Filed:

 

The Stilwell Group

111 Broadway, 12th Floor

New York, NY 10006

(212) 269-1551

INFO@STILWELLGROUP.COM

 

April 25, 2013

 

Dear Fellow HFBC Owner,

 

In HFBC’s flashy proxy materials decorated with movie directors’ chairs, CEO John Peck says they are proud as they “wrap up another award-winning year of accomplishments.” Is this a parody? Last year’s return on equity of 2.5% was well below average.¹ The year before, HFBC also performed well below the average bank. The CEO has a distorted perception of reality, and the Board doesn’t seem to be providing proper supervision. Aren’t they ashamed of how poorly they’ve done for the owners?

 

We are troubled by the Bank’s inability to acknowledge their shortcomings. Beyond that, their statement that the CEO did not receive an increase in base compensation in 2012 is misleading.  The salary amounts reported in HFBC's proxy statements for Mr. Peck have been higher each and every year for 12 years. Further, according to the Company’s own proxy materials, Mr. Peck’s total compensation for 2012 was $529,205. We believe the Board has made sure that Mr. Peck has done quite well even in years when the shareholders haven’t.

 

 

¹ See http://www2.fdic.gov/qbp/2011dec/all3a2.html; and http://www2.fdic.gov/qbp/2012dec/all3a2.html (used to calculate average for institutions with a similar asset size); See also http://www2.fdic.gov/qbp/2012dec/all1a.html (all institutions average).

 

 

If HFBC is going to liken their performance to a documentary film, then we think the story should end here. At the end of the day, poor performance is simply not acceptable regardless of how you dress it up. In our estimation, these self-accolades demonstrate the current actors shouldn’t be running this show. We believe HFBC should retain an investment banker with the charge to maximize shareholder value.

 

Sincerely,     Joseph Stilwell

 

 

P.S. While our nominee, Robert Bolton, does not have specific plans for the Company and will not represent a majority of the Board, we believe electing him to the Board will send a strong signal that a majority of the shareholders favor maximizing shareholder value.