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 17, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2017 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) was held on May 17, 2017. At the Annual Meeting, (i) each of the persons listed below was elected to serve as a director of the Company for a term of three years, (ii) the appointment of Carr, Riggs & Ingram, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2017 was ratified, and (iii) an advisory, 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		2,883,191.27		1,775,596.73
Harry J. Dempsey, MD		2,904,580.16		1,754,207.84
Dr. Thomas I. Miller		2,856,946.23		1,801,841.77

In addition, there were 1,437,069 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:

RESOLVED that the appointment of Carr, Riggs & Ingram, LLC. as the Company’s independent registered public accounting firm for the year ending December 31, 2017 be ratified:

	Number of Shares		Percentage of Votes Cast
FOR		5,111,973.21		83.86	%
AGAINST		310,358.59		5.09	%
ABSTAIN		673,525.20		11.05	%

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 2017 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		2,337,800.97		50.18	%
AGAINST		2,254,494.41		48.39	%
ABSTAIN		66,492.62		1.43	%

In addition, there were 1,437,069 broker non-votes.

Item 8.01 Other Events

On May 17, 2017, the Company made a presentation to investors and invited guest at the Annual Meeting. John E. Peck, President and Chief Executive Officer, presented certain financial and other information about the Company.

A copy of the investor presentation is attached hereto as Exhibit 99.1, and is being furnished pursuant to Item 7.01 of Form 8-K. The information in this Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1 2017 Annual Meeting 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 19, 2017	By:	/s/ John E. Peck
		John E. Peck
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Welcome Shareholders 2017

Annual Meeting

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Disclosure

The information provided in this presentation is for the May 17, 2017 Shareholders meeting of Hopfed Bancorp, Inc. and it’s subsidiary Heritage Bank USA, Inc.

Forward-Looking Statements

Statements herein that are not historical facts are fmward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You should understand that these statements are not guarantees of performance or results and are preliminary in nature. Statements preceded by, followed by or that otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “projects”, “estimates”, “plans”, “may increase”, “may result”, “will result”, “may fluctuate” and similar expressions or future or conditional verbs such as “will”, “should”, “would”, “may” and “could” are generally forward-looking in nature and not historical facts. You should consider the areas of risk described under the heading “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in our periodic reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 in connection with any forward-looking statements that may be made by us and our businesses generally. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any updates or revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.

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2016 Highlights • Loans grew 8.6% to $604.3 million • Net income rose 20.8% to $2.9 million • Net income per share increased 23.7% to $0.47 • Repurchased 160,248 shares - $1.9 million • Strong loan pipeline for 2017 3

First Quarter 2017 vs First Quarter 2016 Highlights • Loans grew 11.0% to $615.5 million • Deposits increased 5.6% to $765.7 million • Non-interest DDA deposits up 7.3% to $136.3 million • Net income rose 83.7% to $935,000 • Net income per share increased 87.5% to $0.15    4

Market Focus

Heritage Bank offices

Heritage Bank Wealth Managemeny offices

Heritage Bank Loan Production Office

Heritage Bank Loan Mortgage Services

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Net Loans Outstanding (Thousands) 650,000 612,500 615,480 604,286 579,063 575,000 561,514 560,759 554,806 556,349 554,727 548,740 537,500 500,000 Mar-17 Dec-15 Mar-16 Jun-16 Sept-16 Dec-16 Mar-15 Jun-15 Sept-15    6

Nashville Loan Production Office (Thousands) 48,276 50,000 45,951 39,462 37,500 23,316 25,000 16,439 14,856 12,500 0 Dec-15 Mar-16 Jun-16 Sept-16 Dec-16 Mar-17

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Classified Loans (Thousands) $45,000 $37,642 $37,500 $31,888 $28,693 $29,339 $28,074 $28,074 $30,000 $27,462 $26,345 $23,485 $22,500 Mar-15 Jun-15 Sept-15 $15,000 Dec-15 Mar-16 Jun-16 Sept-16 Dec-16 Mar-17

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Common Stock Price Per Share $14.32 $13.46 $11.45 $11.59 $11.20 Mar-16 Jun-16 Sept-16 Dec-16 Mar-17

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Strategy For the Future • Expand loan growth potential • Continue stock buybacks • Expand Nashville lending opportunities • Focus on asset quality • Evaluate accretive growth opportunities • Improve operational efficiency    10

THANK YOU

Building relationships, strengthening neighborhoods.

Heritage Bank Yesterday .Today. Tomorrow WWW.BANKWITHHERITAGE.COM

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