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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[
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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 ]
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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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of Filing Fee (Check the appropriate box):
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[
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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)
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Title
of each class of securities to which transaction applies:
_______________________________________
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(2)
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Aggregate
number of securities to which transaction applies:
_______________________________________
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
____________________________
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(4)
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Proposed
maximum aggregate value of transaction:
_______________________________________________
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(5)
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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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(1)
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Amount
previously paid:
___________________________________________________________________
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(2)
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Form,
schedule or registration statement no.:
____________________________________________________
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(3)
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Filing
party:
______________________________________________________________
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(4)
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Date
filed:
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October
10, 2008
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 Wednesday, November 12, 2008 at 10:00 a.m., Central
Time.
At the
annual meeting, you will be asked to elect three 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,
2009. 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, | |||
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| Daniel R. Herndon | |||
| President and Chief Executive Officer |
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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……………………………….
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10:00 a.m.,
Central Time, Wednesday, November 12, 2008
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PLACE……………………………..
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Home
Federal Bancorp, Inc. of Louisiana
624
Market Street
Shreveport,
Louisiana
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ITEMS
OF BUSINESS……………
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(1) To elect three
directors for a three-year term expiring in 2011 and until their
successors are elected
and qualified;
(2) To ratify the
appointment of LaPorte Sehrt Romig & Hand as our independent
registered public accounting firm for the fiscal year ending June 30,
2009; and
(3) To transact such
other business, as may properly come before the meeting or at any
adjournment thereof. We are not aware of any other such
business.
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RECORD
DATE……………………
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Holders
of Home Federal Bancorp common stock of record at the close of business on
September 30, 2008 are entitled to vote at the meeting.
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ANNUAL
REPORT………………..
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Our
2008 Annual Report to Shareholders is enclosed but is not a part of the
proxy solicitation materials.
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PROXY
VOTING…………………..
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It
is important that your shares be represented and voted at the
meeting. You can vote your shares by completing and returning
the proxy card sent to you. Most shareholders whose shares are
held in "street" name 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
10, 2008
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TABLE
OF CONTENTS
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Page
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About
the Annual Meeting of
Shareholders……………………………………………………….....................................
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1
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Information
with Respect to Nominees for Director, Continuing Directors
and
Executive
Officers………………………………………………………………………………....................................
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3
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Election of Directors (Proposal
One)………………………………………………………….....................................
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3
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Members of the Board of Directors Continuing in
Office……………………………………......................................
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4
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Executive Officer Who is Not Also a
Director………………………………………………......................................
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4
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Director
Nominations………………………………………………………………………........................................
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4
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Committees and Meetings of the Board of
Directors………………………………………........................................
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4
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Directors' Attendance at Annual
Meetings………………………………………………….......................................
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5
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Directors'
Compensation…………………………………………………………………….......................................
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5
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Report
of the Audit
Committee……………………………………………………………………....................................
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6
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Management
Compensation……………………………………………………………………….....................................
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7
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Summary Compensation
Table………………………………………………………………......................................
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7
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Outstanding Equity Awards at Fiscal
Year-End………………………………………………....................................
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7
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Related Party
Transactions……………………………………………………………………...................................
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8
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Beneficial
Ownership of Common Stock by Certain Beneficial Owners and
Management……….....................................
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8
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Section 16(a) Beneficial Ownership Reporting
Compliance…………………………………......................................
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9
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Ratification
of Appointment of Independent Registered Public Accounting
Firm
(Proposal
Two)……………………………………………………………………………….....................................
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9
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Audit
Fees……………………………………………………………………………………....................................
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10
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Shareholder
Proposals, Nominations and Communications with the Board of
Directors………….....................................
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11
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Annual
Reports……………………………………………………………………………………...................................
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11
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Other
Matters……………………………………………………………………………………….................................
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12
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Appendix
A – Audit Committee
Charter…………………………………………………………....................................
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A-1
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PROXY
STATEMENT
OF
HOME
FEDERAL BANCORP, INC. OF LOUISIANA
_____________________
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ABOUT
THE ANNUAL MEETING OF
SHAREHOLDERS
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This
proxy statement is furnished to holders of common stock of Home Federal Bancorp,
Inc. of Louisiana, the parent holding company of Home Federal Savings and Loan
Association. 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 Wednesday, November 12, 2008 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 10,
2008.
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, 2008, are entitled to vote at the meeting. On the record
date, we had 3,377,600 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 for me?
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.
1
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 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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•
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Second,
you may complete and submit a new proxy form before the annual
meeting. Any earlier proxies will be revoked
automatically.
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•
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Third,
you may attend the annual meeting and vote in person. Any
earlier proxy will be revoked. However, attending the annual
meeting without voting in person will not revoke your
proxy.
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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
2009.
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 three 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 2009. 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.
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. The 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
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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 three
directors, for a three-year term expiring in 2011 and until their successors are
elected and qualified.
Our Board
of Directors has recommended the re-election of Messrs. Humphrey, Harrison and
David Herndon 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
Savings and Loan Association. The indicated period of service as a
director includes service as a director of Home Federal Savings and Loan
Association prior to the organization of Home Federal Bancorp in
2005. Ages are reflected as of June 30, 2008.
Nominees for Director for Three-Year Terms Expiring in
2011
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Name
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Age
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Position
with Home Federal Bancorp and
Principal
Occupation During the Past Five Years
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Director
Since
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David
A. Herndon III
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71
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Director. Retired
geologist.
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1998
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Woodus
K. Humphrey
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68
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Director. Insurance
executive, Woodus Humphrey Insurance, Inc., Shreveport,
Louisiana.
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2001
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Mark
Malloy Harrison
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49
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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.
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2007
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The
Board of Directors recommends that you vote FOR election of the nominees for
director.
3
Members
of the Board of Directors Continuing in Office
Directors Whose Terms Expire in 2009
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Name
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Age
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Position
with Home Federal Bancorp and
Principal
Occupation During the Past Five Years
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Director
Since
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Henry
M. Hearne
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68
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Director. Self
employed in the fields of investments and farming.
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2000
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Clyde
D. Patterson
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66
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Director. Executive
Vice President of Home Federal Savings and Loan and Home Federal Bancorp
since September 1993 and January 2005, respectively.
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1990
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Amos
L. Wedgeworth, Jr.
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82
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Director. Retired
physician.
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1980
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Directors
Whose Terms Expire in 2010
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Name
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Age
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Position
with Home Federal Bancorp and
Principal
Occupation During the Past Five Years
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Director
Since
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Walter
T. Colquitt III
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63
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Director. Dentist,
Shreveport, Louisiana.
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1993
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Daniel
R. Herndon
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68
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Chairman
of the Board of Directors of Home Federal Savings and Loan since January
1998. President and Chief Executive Officer of Home Federal
Savings and Loan since September 1993. Chairman, President and
Chief Executive Officer of Home Federal Bancorp since
2005.
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1980
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Scott
D. Lawrence
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62
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Director. President
of Southwestern Wholesale, Shreveport, Louisiana since
1980.
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1994
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Executive
Officer Who is Not Also a Director
DeNell W.
Mitchell, age 52 years, has served as the Vice President and Senior Lending
Officer of Home Federal Savings and Loan since 1993 and Secretary-Treasurer
since 2004. Ms. Mitchell has served as Vice President and Corporate
Secretary of Home Federal Bancorp since 2005.
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."
Committees
and Meetings of the Board of Directors
During
the fiscal year ended June 30, 2008, the Board of Directors of Home Federal
Bancorp met 17 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.
4
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 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 three 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 2008. The
Audit Committee charter as presently in effect is attached as Appendix
A to this proxy statement.
Directors'
Attendance at Annual Meetings
Directors
are expected to attend the annual meeting absent a valid reason for not doing
so. All of our directors attended the 2007 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 2008, members of
Home Federal Savings and Loan's Board of Directors received $750 per regular
Board meeting held. Members
of Home Federal Savings and Loan's committees received $50 per committee
meeting, only if attended. Members of the Board or committees
generally do not receive compensation for meetings held telephonically, although
exceptions may be made to this policy. The members of the Board may
also receive bonuses in June and December of each year. Board fees
are subject to periodic adjustment by the Board of
Directors.
The table
below summarizes the total compensation paid to our non-employee directors for
the fiscal year ended June 30, 2008.
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Name
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Fees
Earned or Paid in Cash
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Stock
Awards(1)
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Option
Awards(1)
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All
Other
Compensation(2)
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Total(3)
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Walter
T. Colquitt III
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$ | 12,000 | $ | 5,890 | $ | 2,690 | $ | 2,037 | $ | 22,617 | ||||||||||
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Mark
Malloy
Harrison
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8,250 | -- | -- | 1,750 | 10,000 | |||||||||||||||
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Henry
M.
Hearne
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12,050 | 5,890 | 2,690 | 2,037 | 22,667 | |||||||||||||||
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David
A. Herndon
III
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12,050 | 5,890 | 2,690 | 2,037 | 22,667 | |||||||||||||||
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Woodus
K.
Humphrey
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11,250 | 5,890 | 2,690 | 2,037 | 21,867 | |||||||||||||||
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Scott
D.
Lawrence
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12,050 | 5,890 | 2,690 | 2,037 | 22,667 | |||||||||||||||
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Amos
L. Wedgeworth, Jr.
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11,250 | 5,890 | 2,690 | 2,037 | 21,867 | |||||||||||||||
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(1)
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The
column "Stock Awards" reflects expense recognized during fiscal 2008 in
accordance with Statement of Financial Accounting Standards No. 123(R)
related to grants of restricted stock awards to directors under the 2005
Recognition and Retention Plan. Such awards are vesting pro
rata over five years commencing on the first anniversary of the grant
date. The column "Option Awards" reflects expense recognized
during fiscal year 2008 in accordance with Statement of Financial
Accounting Standards No. 123(R) related to grants of stock options on
August 18, 2005 for each non-employee director other than Mr. Harrison
made pursuant to our 2005 Stock Option Plan, which options have an
exercise price of $9.85 and vest pro rata over five years commencing on
the first anniversary of the date of grant. No restricted stock
awards or stock option awards were made in fiscal
2008.
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| (Footnotes continued on following page) |
5
______________________
| (2) |
Includes
dividends and interest thereon paid on shares awarded pursuant to the 2005
Recognition and Retention Plan that vested during fiscal
2008. Dividends paid on the restricted common stock are held in
the Recognition Plan Trust and paid to the recipient when the restricted
stock is earned. Also includes bonuses paid in December 2007
and June 2008.
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| (3) |
At
June 30, 2008, each non-employee director other than Mr. Harrison held
1,793 unvested stock awards under our 2005 Recognition and Retention Plan
and an aggregate of 7,473 outstanding options under our 2005 Stock Option
Plan.
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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 Stock Option Plan or 2005 Recognition and Retention Plan unless
previous awards are forfeited by our current non-employee
directors.
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REPORT
OF THE AUDIT COMMITTEE
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The functions of the Audit Committee include the following:
performing all duties assigned by the Board of Directors, reviewing with
management and independent public accountants the basis for the reports issued
by Home Federal Saving and Loan Association and Home Federal Bancorp, Inc.
pursuant to federal regulatory requirements, meeting with the independent
registered public accounting firm to review the scope of audit services,
significant accounting changes and audit conclusions regarding significant
accounting estimates, assessments as to the adequacy of internal controls and
the resolution of any significant deficiencies or material control weaknesses,
and assessing compliance with laws and regulations and overseeing the internal
audit function. The Audit Committee also reviews and assesses the
adequacy of its Charter on an annual basis.
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." 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 2008 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
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Summary
Compensation Table
The
following table sets forth a summary of certain information concerning the
compensation paid by Home Federal Savings and Loan Association for services
rendered in all capacities during the fiscal years ended June 30, 2008 and 2007
to our principal executive officer and the only other executive officer whose
total compensation exceeded $100,000 during fiscal 2008. Home Federal
Bancorp, the holding company of Home Federal Savings and Loan Association, has
not paid separate cash compensation to our executive
officers.
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Name
and Principal Position
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Fiscal
Year
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Salary
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Bonus
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Stock
Awards(1)
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Option
Awards(1)
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All
Other
Compensation(2)
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Total
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Daniel
R. Herndon
President
and Chief
Executive
Officer
|
2008
2007
|
$130,950
130,350
|
$19,613
23,035
|
$34,337
34,337
|
$15,660
15,660
|
$50,034
51,672
|
$250,593
255,054
|
|||||||
|
Clyde
D. Patterson
Executive
Vice President
|
2008
2007
|
104,000
103,700
|
15,585
16,370
|
18,321
18,321
|
9,418
9,417
|
39,234
36,988
|
186,557
184,797
|
___________________
|
(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 2008 Annual
Report to Shareholders.
|
|
(2)
|
Includes
matching contributions under the Home Federal Savings and Loan 401(k) Plan
during fiscal 2008, 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 2008 and
directors' fees paid to each of Messrs. Herndon and Patterson during
fiscal 2008. Also includes health insurance premiums paid on
behalf of Messrs. Herndon and Patterson, dividends and interest thereon
paid on restricted stock awards in fiscal 2008 and use of a
company-owned automobile.
|
Outstanding
Equity Awards at Fiscal Year-End
Home
Federal did not grant any awards of restricted stock or stock options during
fiscal 2008 to its executive officers named above in the summary compensation
table. The table below sets forth outstanding equity awards at June
30, 2008 to our named executive officers.
|
Stock
Awards
|
||||||||||||
|
Option
Awards
|
Market Value
|
|||||||||||
|
Number
of
|
of
Shares or
|
|||||||||||
|
Number
of Securities
|
|
Option
|
Shares or Units
|
Units of Stock
|
||||||||
|
Underlying
Unexercised Options
|
Exercise
|
Expiration
|
of Stock That
|
That Have
|
||||||||
|
Name
|
Exercisable
|
Unexercisable
|
Price
|
Date(1)
|
Have
Not Vested
|
Not
Vested(2)
|
||||||
|
Daniel
R. Herndon
|
17,400
|
26,100
|
$9.85
|
8/18/2015
|
10,458
|
$105,626
|
||||||
|
Clyde
D. Patterson
|
10,464
|
15,696
|
9.85
|
8/18/2015
|
5,580
|
56,358
|
||||||
___________________
|
(1)
|
Granted
pursuant to our 2005 Stock Option Plan and vests 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,
2008, which was $8.90, by the applicable number of shares of common stock
underlying the executive officer's stock
awards.
|
7
Related
Party Transactions
In
accordance with applicable federal laws and regulations, Home Federal Savings
and Loan 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.
|
BENEFICIAL
OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS
AND
MANAGEMENT
|
The following table sets
forth as of September 30, 2008, 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, 2008(1)
|
Percent
of
Common
Stock(2)
|
||
|
Home
Federal Mutual Holding Company of Louisiana
624 Market Street
Shreveport, Louisiana
71101
|
2,135,375
|
63.2%
|
||
|
Third
Avenue Management
LLC
622 Third Avenue, 32nd
Floor
New York, New York
10017
|
251,457(3)
|
7.4
|
||
|
Directors:
|
||||
|
Walter T. Colquitt
III
|
6,889(4)
|
*
|
||
|
Mark Malloy
Harrison
|
1,700(5)
|
*
|
||
|
Henry M.
Hearne
|
22,474(4)(6)
|
*
|
||
|
Daniel R.
Herndon
|
70,838(4)(7)
|
2.1
|
||
|
David A. Herndon
III
|
26,474(4)(8)
|
*
|
||
|
Woodus K.
Humphrey
|
6,789(4)
|
*
|
||
|
Scott D.
Lawrence
|
17,474(4)(9)
|
*
|
||
|
Clyde D.
Patterson
|
30,251(4)(10)
|
*
|
||
|
Amos L. Wedgeworth,
Jr.
|
8,474(4)
|
*
|
||
|
All
Directors and Executive Officers
as a Group (10
persons)
|
197,317(4)
|
5.7%
|
___________________
*
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.
|
(Footnotes
continued on following page)
8
__________________
|
(3)
|
This
information is based on a Schedule 13G filed with the Securities and
Exchange Commission by Third Avenue Management LLC on February 14, 2008.
Third Avenue reports sole voting and dispositive power over all the
shares.
|
|
(4)
|
Includes
a total of 18,725 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. The trust holds 1,195 of such shares on behalf of each
non-employee director and on behalf of Messrs. Daniel Herndon and Clyde
Patterson, 6,972 and 3,720 of such shares,
respectively. Includes a total of 71,784 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 4,485 of such stock options and Messrs. Daniel
Herndon and Clyde Patterson hold 26,100 and 15,696 stock options,
respectively.
|
|
(5)
|
Includes
1,000 shares held jointly with Mr. Harrison's spouse and 700 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
14,855 shares held in Home Federal Savings and Loan Association's 401(k)
Plan for the benefit of Mr. Herndon, 2,967 shares allocated to Mr.
Herndon's account in the Home Federal Savings and Loan Association
employee stock ownership plan and 13,000 shares held by Herndon Investment
Company LLC over which Mr. Herndon disclaims beneficial ownership except
with respect to his 50% ownership interest
therein.
|
|
(8)
|
Includes
13,000 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 pecuniary interest
therein.
|
|
(9)
|
Includes
5,000 shares held in Mr. Lawrence's individual retirement
account.
|
|
(10)
|
The
5,111 shares are held in Home Federal Savings and Loan Association's
401(k) Plan for the benefit of Mr. Patterson and 2,298 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, 2008, our officers and directors
complied in all respects with the reporting requirements promulgated under
Section 16(a) of the Securities Exchange Act of 1934.
|
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,
2009, 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.
9
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 2008 and 2007, 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 2008 and 2007, 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 2008 and
2007.
|
Year
Ended June 30,
|
||||||||
|
2008
|
2007
|
|||||||
|
Audit
fees
(1)
|
$ | 97,400 | $ | 45,000 | ||||
|
Audit-related
fees
(2)
|
50,780 | 15,000 | ||||||
|
Tax
fees
|
-- | -- | ||||||
|
All
other fees
(3)
|
-- | 450 | ||||||
|
Total
|
$ | 148,180 | $ | 60,450 | ||||
___________________
|
(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 as our independent registered
public
accounting firm for the fiscal year ending June 30, 2009.
10
|
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 2009, 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 12, 2009. 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, 2008
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, 2008 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.
11
|
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.
12
Appendix A
HOME
FEDERAL BANCORP, INC. OF LOUISIANA
AUDIT
COMMITTEE CHARTER
(as of October 8,
2008)
I. Purpose
The Audit
Committee of Home Federal Bancorp, Inc. of Louisiana (the "Company") is
appointed by the Board of Directors to assist the Board in fulfilling its
oversight responsibilities. The Audit Committee's primary duties and
responsibilities are to:
|
$
|
Appoint
the Company's independent registered public accounting
firm.
|
|
$
|
Monitor
the integrity of the Company's financial reporting processes and systems
of internal controls regarding finance, accounting, legal, and regulatory
compliance.
|
|
$
|
Monitor
the qualifications, independence, and performance of the Company's
independent registered public accounting
firm.
|
|
$
|
Provide
an avenue of communication among the independent registered public
accounting firm, management and the Board of
Directors.
|
|
·
|
Monitor
the performance of the Company's accounting and internal audit
functions.
|
The Audit
Committee has the authority to conduct any investigation appropriate to
fulfilling its responsibilities, and has direct access to the independent
registered public accounting firm as well as anyone in their
organization. The Audit Committee shall be directly responsible for
appointing, determining funding for and overseeing the independent registered
public accounting firm in accordance with Section 301 of the Sarbanes-Oxley Act
of 2002 ("Sarbanes-Oxley") and Section 10A(m)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and the rules promulgated
thereunder.
II. Composition
and Meetings
The Audit
Committee shall be comprised of three or more directors, as determined by the
Board, each of whom shall be independent, as such term is defined in Rule 10A-3
of the Securities and Exchange Commission ("SEC"), free from any relationship
that would interfere with the exercise of his or her independent
judgment. In order to maintain independent judgment, Audit Committee
members are prohibited from receiving any consulting, advisory, or other
compensatory fee from the Company, other than payment for Board or committee
service and Audit Committee members are prohibited from owning 20% or more of
the Company's voting securities. All members of the Committee should
have a basic understanding of finance and accounting and be able to read and
understand fundamental financial statements at the time of their
appointment.
Audit
Committee members shall be appointed by the Board. If an Audit
Committee Chair is not designated or present, the members of the Committee may
designate a Chair by majority vote of the Committee membership.
The
Committee shall meet at least one time annually, or more frequently as
circumstances dictate. The Committee should meet privately in
executive session at least annually with management, the Company's
independent registered public accounting firm, and as a committee to discuss any
matters that the Committee or each of these groups believe should be
discussed. The Audit Committee, or at least its Chair, should
communicate with management and the independent registered public accounting
firm no less than quarterly to review the Company's financial statements and
significant findings based upon the independent registered public accounting
firm's limited review procedures. The Audit Committee Chair or
another member of the Committee selected thereby should review the Company's
earnings releases with management and the independent registered public
accounting firm prior to their release.
A-1
III. Responsibilities
and Duties
Review
Procedures
|
1.
|
Review
and reassess the adequacy of this Charter at least
annually. Submit the Charter to the Board of Directors for
approval. Have the Charter publicly available in accordance
with regulations of the SEC.
|
|
2.
|
Review
the Company's annual audited financial statements and unaudited interim
financial statements including disclosures within "Management's Discussion
and Analysis of Financial Condition and Results of Operations," prior to
filing or distribution. Review should include discussion with
management and the independent registered public accounting firm of
significant issues regarding accounting principles including critical
accounting policies, practices, and
judgments.
|
|
3.
|
In
consultation with management of the Company, the independent registered
public accounting firm and the internal auditor, consider the integrity of
the Company's financial reporting processes and
controls. Discuss significant financial risk exposures,
including the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the financial statements and the steps
management has taken to monitor, control, and report such
exposures. Review significant findings prepared by the
independent registered public accounting firm and the internal auditor,
together with management's
responses.
|
|
4.
|
Review
with management and the independent registered public accounting firm the
Company's quarterly financial results prior to the release of earnings
and/or the Company's quarterly financial statements prior to filing or
distribution of the Quarterly Report on Form 10-Q. Discuss any
significant changes to the Company's accounting principles and any items
required to be communicated by the independent registered accounting firm
in accordance with Statement on Auditing Standards ("SAS") No.
61. The Chair of the Audit Committee may represent the entire
Audit Committee for purposes of this
review.
|
|
5.
|
Review
disclosures made by the Chief Executive Officer and the principal
financial officer during the Forms 10-K and 10-Q certification process
about significant deficiencies in the design or operation of internal
controls or any fraud that involves management or other employees who have
a significant role in the Company's internal
controls.
|
Independent
Registered Public Accounting Firm
|
6.
|
The
Audit Committee shall be directly responsible for the appointment,
compensation, oversight of the work, evaluation, and termination of the
independent registered public accounting firm (subject, if applicable, to
shareholder ratification). The independent registered public
accounting firm reports directly to the Audit Committee and the Audit
Committee is responsible for the resolution of any disagreements between
management and the independent registered public accounting firm regarding
financial reporting. The Audit Committee shall also review
their independence.
|
A-2
|
7.
|
Audit,
audit-related, tax and all other services, which are not prohibited by
law, shall be pre-approved by the Audit Committee pursuant to such
processes as are determined to be
advisable.
|
However,
the pre-approval requirement set forth in the first sentence above, shall not be
applicable with respect to the provision for all other services,
if:
|
|
(i)
|
the
aggregate amount of all other services provided to the Company constitutes
not more than five percent of the total amount of revenues paid by the
Company to its independent registered public accounting firm during the
calendar year in which the other services are
provided;
|
|
|
(ii)
|
such
services were not recognized by the Company at the time of the engagement
to be other services; and
|
|
|
(iii)
|
such
services are promptly brought to the attention of the Committee and
approved by the Committee or by one or more members of the Committee to
whom authority to grant such approvals has been delegated by the Committee
prior to completion of the audit.
|
Delegation
- The Committee may delegate to one or more designated members of the Committee
the authority to grant required pre-approvals. The decisions of any
member to whom authority is delegated under this paragraph to pre-approve an
activity under this subsection shall be presented to the full Committee at its
next scheduled meeting.
The
pre-approval policies and procedures will be disclosed in the Company's proxy
statements and annual reports in the manner directed by the regulations of the
SEC.
|
8.
|
On
an annual basis, review and discuss with the independent registered public
accounting firm all significant relationships they have with the Company
that could impair their independence. Consider whether the
provision of any non-audit services by the independent registered public
accounting firm is compatible with maintaining their
independence.
|
|
9.
|
Review
the independent registered public accounting firm's audit plan including
discussions of audit scope, staffing, locations, reliance upon management,
and internal audit and general audit
approach.
|
|
10.
|
Prior
to releasing the year-end earnings, discuss the results of the audit with
the independent registered public accounting firm including any audit
problems or difficulties and management's response. The Chair
of the Audit Committee may represent the entire Committee for purposes of
this discussion. Discuss certain matters required to be
communicated to audit committees in accordance with SAS No. 61 and obtain
the written disclosures and the letter from the independent registered
public accounting firm required by Independence Standards Board Standard
No. 1.
|
|
11.
|
Consider
the independent registered public accounting firm's judgments about the
quality and appropriateness of the Company's accounting principles as
applied in its financial reporting. Prior to releasing the
year-end earnings, obtain a report from the independent registered public
accounting firm containing (a) all critical accounting policies used by
the Company, (b) alternative accounting treatments that have been
discussed with management and the potential ramifications of using those
alternatives, and (c) other written communications provided by the
independent registered public accounting firm to management, e.g., a
management letter and schedule of unadjusted audit
differences.
|
A-3
|
12.
|
Require
audit partner (including both the auditor partner having primary
responsibility for the audit and the audit partner responsible for
reviewing the audit) rotation for a period of no less than five years
after each such partner serves in this capacity for five
years.
|
|
13.
|
Ensure
no former upper level employees of the independent registered public
accounting firm who could influence the independent registered public
accounting firm serve in an accounting role or financial reporting
oversight role of the Company, as such terms are defined by SEC
regulations.
|
|
14.
|
Inquire
of the independent registered public accounting firm whether any member of
the audit engagement team received bonuses or incentive compensation based
on the sale of non-audit products or services to the Company, which is
prohibited by Sarbanes-Oxley and the provisions of the Exchange Act and
the regulations promulgated
thereunder.
|
|
15.
|
Review
the audit engagement team to determine appropriate qualifications as well
as to determine whether any members would be disqualified under the
independence provisions of the Exchange Act and the regulations
promulgated thereunder, including, but not limited to, Regulation
S-X.
|
|
16.
|
Ensure
that the Company provides the required proxy statement and annual report
disclosure of the fees paid to the independent registered public
accounting firm.
|
Internal
Audit
|
17.
|
Review
the annual internal audit plan and recommend any
changes.
|
|
18.
|
Review
the activities, organizational structure, and qualifications of the
internal audit function, as needed.
|
|
19.
|
Ensure
that the Company’s internal auditor reports to the
Committee.
|
|
20.
|
Review
significant reports prepared by the internal audit function together with
management's response and follow-up to these
reports.
|
Other Audit
Committee Responsibilities
|
21.
|
Annually
prepare a report to shareholders as required by the SEC. The
report must be included in the Company's annual proxy
statement. The Audit Committee will also make a specific
recommendation, disclosed in the proxy statement, whether or not the
Company's audited financial statements be included in the Company's annual
report to shareholders.
|
|
22.
|
Establish
procedures for the receipt, retention, and treatment of internal and
external complaints received by the Company regarding accounting, internal
accounting controls, or auditing matters. In establishing such
procedures, the Committee must provide for the ability of the Company's
employees to submit by confidential, anonymous submission any concerns
regarding questionable accounting or auditing
matters.
|
A-4
|
23.
|
Review
and approve all related-party transactions (e.g. Company transactions with
any director or executive officer of the Company or any Company security
holder with more than five percent of the voting securities, including
immediate family members or associates or affiliates of any of the above)
in accordance with the Company's Code of Conduct and
Ethics.
|
|
24.
|
Perform
any other activities consistent with this Charter, the Company's Charter
and Bylaws, and governing law, as the Committee or the Board deems
necessary or appropriate.
|
|
25.
|
Review
the process for communicating and compliance with the Company's "Code of
Conduct" to all employees as detailed in the Employee
Handbook. This "Code" also includes the "Whistleblower
Procedures," which details procedures for reporting violations of the Code
of Conduct.
|
|
26.
|
Maintain
minutes of meetings and periodically report to the Board of Directors on
significant results of the foregoing
activities.
|
IV. Outside
Advisors
|
27.
|
The
Committee has the ability to retain, at the Company's expense, special
legal, accounting, or other consultants or experts it deems necessary
within the Committee's scope of
responsibilities.
|
A-5
|
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 12, 2008 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, 2008 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 Wednesday, November 12, 2008, 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 2011: David A. Herndon III, Woodus K. Humphrey
and Mark Malloy Harrison
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, 2009.
[
]
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 sign and date
this
Proxy in the
box below.
|
Date
|
|||
|
|
Shareholder
sign above
|
Co-holder
(if any) sign above
|
||
-------------------------------------------------------------------------------------------------------------------------------------
▲ Detach above card, sign,
date and mail in postage paid
envelope provided.
▲
HOME 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,
2008, 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.
___________________________________________________
___________________________________________________
___________________________________________________
|
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, 2008 at the Annual Meeting of
Shareholders to be held at Home Federal Bancorp's main office located at 624
Market Street, Shreveport, Louisiana, on Wednesday, November 12, 2008, 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 2011:
|
David
A. Herndon III, Woodus K. Humphrey and Mark Malloy
Harrison
|
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, 2009.
[
]
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, 2008 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
10, 2008
|
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, 2008 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 5, 2008. 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,
2008 at the Annual Meeting of Shareholders to be held at Home Federal Bancorp's
main office located at 624 Market Street, Shreveport, Louisiana, on Wednesday,
November 12, 2008, 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 2011:
|
David
A. Herndon III, Woodus K. Humphrey and Mark Malloy
Harrison
|
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, 2009.
[ ]
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, 2008 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
10, 2008
|
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, 2008 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, 2008 at the Annual Meeting of Shareholders
to be held at Home Federal Bancorp's main office located at 624 Market Street,
Shreveport, Louisiana, on Wednesday, November 12, 2008, 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 2011:
|
David
A. Herndon III, Woodus K. Humphrey and Mark Malloy
Harrison
|
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, 2009.
[
]
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, 2008 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
10, 2008
|
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, 2008 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 5, 2008. 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