HOPFED BANCORP, INC. (NASDAQ:HFBC) Files An 8-K Regulation FD DisclosureItem 7.01
On May1, 2017, the Stilwell Group sent a letter to the shareholders of HopFed Bancorp, Inc. (“HopFed” or the “Company”) containing allegations of misconduct by John Peck, the President and Chief Executive Officer of each of HopFed and Heritage Bank USA, Inc., HopFed’s commercial bank subsidiary (“Heritage”). In response, HopFed’s Board of Directors formed a Special Litigation Committee (the “SLC”), comprised of three independent directors, to investigate the allegations. The SLC finished its investigation on February19, 2018. On February21, 2018, the SLC provided its Report to the Board of Directors.
The SLC unanimously concluded the following: (1) Mr. Peck’s personal real estate investments did not distract from his duties as President and Chief Executive Officer of each of HopFed and Heritage; (2) Mr. Peck’s acquisition of two properties, in 2009 and 2010, from the former Chairman of the Board and the Board’s Compensation Committee, Gilbert Lee, were not material to Mr. Lee and played no role in influencing Mr. Lee’s views on Mr. Peck’s compensation; (3) the lease of warehouse space by HopFed from Mr. Peck was entirely fair to the Company; (4) legal representation of Mr. Peck related to Mr. Peck’s real estate investments by George M.Carter, Esq. did not conflict with Mr. Carter’s separate legal representation of HopFed and Heritage; and (5) Mr. Carter’s compensation as counsel to HopFed and Heritage was not dependent on his representation of Mr. Peck.
Accordingly, the SLC concluded that the facts did not warrant the Company instituting a lawsuit for breaches of the fiduciary duties of loyalty or care against Mr. Peck; nor did the facts warrant the SLC taking any other remedial action against Mr. Peck.
A copy of the Report on which the SLC based its conclusions is enclosed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 7.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Report of the Special Litigation Committee |
HOPFED BANCORP INC ExhibitEX-99.1 2 d482655dex991.htm EX-99.1 EX-99.1 EXHIBIT 99.1 REPORT TO THE SPECIAL LITIGATION COMMITTEE OF THE BOARD OF DIRECTORS OF HOPFED BANCORP,…To view the full exhibit click here
About HOPFED BANCORP, INC. (NASDAQ:HFBC)
HopFed Bancorp, Inc. is a savings and loan holding company that operates through its subsidiary, Heritage Bank USA, Inc. (the Bank). The Bank is a Kentucky state chartered commercial bank based in Hopkinsville, Kentucky, with branch offices in Kentucky and Tennessee. The business of the Bank primarily consists of attracting deposits from the general public and investing such deposits in loans secured by single family residential real estate and investment securities, including United States Government and agency securities, municipal and corporate bonds, collateralized mortgages obligations (CMOs), and mortgage-backed securities. The Bank also originates single-family residential/construction loans, and multi-family and commercial real estate loans, as well as loans secured by deposits, other consumer loans and commercial loans.
