8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2014

HOPFED BANCORP, INC.

(Exact name of Registrant as Specified in Charter)

Delaware	0-23667	61-1322555
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4155 Lafayette Road, Hopkinsville, Kentucky 42240

(Address of Principal Executive Offices)

(270) 885-1171

Registrant’s telephone number, including area code

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of the Company was held on May 21, 2014. At the Annual Meeting, (i) the persons listed below were elected to serve as directors of the Company, each for a term of three years, (ii) Ratification of appointment of Rayburn, Bates & Fitzgerald, P.C. as the Company’s independent registered public accounting firm for the year ended December 31, 2014, and (iii) a non-binding resolution to approve executive compensation was approved. The Inspector of Election reported the vote of stockholders at the Annual Meeting as follows:

PROPOSAL I: ELECTION OF DIRECTORS

NAME	FOR		WITHHELD
Clay Smith		3,431,724		1,731,109
Harry J. Dempsey		4,161,741		1,001,092
Gilbert E. Lee		3,868,353		1,292,615

In addition, there were 1,442,382 broker non-votes for each nominee.

PROPOSAL II: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The following is a record of the votes cast with respect to the proposal to approve the following resolution:

Ratification of appointment of Rayburn, Bates & Fitzgerald, P.C. as the Company’s independent registered public accounting firm for the year ended December 31, 2014:

	Number of Shares		Percentage of Votes Cast
FOR		6,414,218		97.6	%
WITHHELD		159,179		2.4	%
ABSTAIN		33,822

PROPOSAL III: NON-BINDING RESOLUTION TO APPROVE

COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following is a record of the votes cast with respect to the proposal to approve the following resolution:

RESOLVED, that the stockholders of HopFed Bancorp, Inc. (the “Company”) approve the compensation of the Company’s executives named in the Summary Compensation Table of the Company’s Proxy Statement for the 2014 Annual Meeting of Stockholders, including the Compensation Discussion and Analysis, the compensation tables and the related disclosure in the Proxy Statement.

	Number of Shares		Percentage of Votes Cast
FOR		2,859,616		56.7	%
AGAINST		2,186,538		43.3	%
ABSTAIN		116,679

In addition, there were 1,444,382 broker non-votes.

Item 8.01 Other Events

Presentation by management during the Annual Meeting of Stockholders of the Company on May 21, 2014. Exhibit 99.1 to this Report is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 2014 Annual Meeting of Stockholders Presentation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		HOPFED BANCORP, INC.
Dated: May 23, 2014	By:	/s/ John E. Peck
		John E. Peck
		President and Chief Executive Officer

EX-99.1

Welcome

Shareholders

2014

Annual Meeting

SENIOR

MANAGEMENT

2

•

John E. Peck,

President & CEO

•

Mike Woolfolk,

Executive VP & COO

•

Billy Duvall,

Sr.VP

&

Chief Financial Officer

•

P. Michael Foley III,

Sr.VP & Chief Credit

Officer

Gilbert E. Lee

Chairman of the Board

Co-owner-C&L Rentals, L.L.C.

John E. Peck

President and Chief Executive Officer

H. Joseph Dempsey, M.D.

Anesthesiologist

Clay Smith

Ted Kinsey

Owner

–

Parkway

Chrysler

Robert

Bolton

President

–

Iron

Bay

Capitol

Steve Hunt

Vice

President

–

Agri-Power

and

Agri-Chem

Richard

H.

Perkins

Retired –

Bank Examiner

Michael

L. Woolfolk

Chief Operating Officer, Executive Vice

President and Secretary

HopFed Bancorp, Inc.

Board of Directors

3

President

–

Pennyrile

Ford,

Lincoln,

Mercury

And

Purchase

Ford,

Lincoln,

Mercury

4

Recent Accomplishments

of Heritage Bank

5

•Leading the market share in all communities

Heritage Bank serves

•Approximately  $11 million increase in checking

deposits this year over last year

•

Substantial reduction in Costs of Deposits

•Continued Improvement in Asset Quality

•Application for State Banking Charter approved

and successful conversion to State Banking

Charter

Recent Accomplishments

Of Heritage Bank

6

•Continued transition of loan portofilo to more

attractive mix

•Kentucky Chamber of Commerce “BEST

PLACES TO WORK”

winner fourth year in a row

2011, 2012, 2013 and 2014

•Relocate Facilities in Marshall County, KY

*HFBC*

•Doubled Dividend

•Implemented stock buy-back program

Billy Duvall

Chief Financial Officer

7

8

The Following Slides are for

Heritage Bank

These next slides reflect

performance of

Heritage Bank a State Chartered

Bank and are not consolidated

numbers.

Non-Interest Deposits

(Millions)

9

This information is for Heritage Bank

Cost of Deposits

10

This information is for Heritage Bank

Net Income

2011 –

2013

(Millions)

11

This information is for Heritage Bank

Mike Foley

Chief Credit Officer

12

30 to 89 Day Past Due

13

•March 31, 2014

This information is for Heritage Bank

Classified Loans

14

This information is for Heritage Bank

Loan Mix

15

Type

2012

2013

Percent

One-to-Four

Family

$162,355

$155,252

-4.36%

Land

$45,906

$34,681

-24.45%

Non-

Residential

RE

$122,637

$157,692

28.58%

Commercial

$50,549

$64,041

26.69%

Total Loans

$535,487

$552,406

3.16%

This information is for Heritage Bank

John E. Peck

President / CEO

16

Stock Price

17

Stock Price

18

12 months

30%

increase.

Capital Position

19

This information is for Heritage Bank

THANK YOU

20

Welcome

Shareholders

2014

Annual Meeting