Home Federal Bancorp, Inc. of Louisiana (Form: 8-K, Received: 07/09/2014 17:30:08)

UNITED STATES 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)

July 9, 2014


Home Federal Bancorp, Inc. of Louisiana
(Exact name of registrant as specified in its charter)

Louisiana	001-35019	02-0815311
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

624 Market Street, Shreveport, Louisiana				71101
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code

(318) 222-1145

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 (see General Instruction A.2 below):

[ ]	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 9, 2014, Home Federal Bancorp, Inc. of Louisiana (the “Company”) announced the appointment of Glen W. Brown to serve as the Company’s Senior Vice President and Chief Financial Officer. Mr. Brown will begin his employment relationship with the Company in July 2014. Mr. Brown will also serve as Senior Vice President and Chief Financial Officer of the Company’s wholly-owned subsidiary, Home Federal Bank (the “Bank”).

Clyde D. Patterson, the Company’s current Executive Vice President and Chief Financial Officer, will cease to serve in that position as of Mr. Brown’s effective starting date. Mr. Patterson will assume the role of Executive Vice President and Treasurer of the Company.

Glen W. Brown, age 57, served as the Vice President and Controller of Teche Federal Bank since November 1997. Mr. Brown is a certified public accountant licensed in the state of Louisiana. He graduated from Northeast Louisiana University, earning a Bachelor of Science degree in business administration and accounting and has over 37 years of experience in the banking industry.

Pursuant to the Employment Offer Letter accepted by Mr. Brown on April 9, 2014, and attached hereto as Exhibit 10.1, Mr. Brown’s base salary will be $150,000 and 2014 incentive bonus will be $15,000. Mr. Brown will participate in the Bank’s 401(k) Plan and Employee Stock Ownership Plan when he meets the eligibility requirements and other group benefit plans maintained by the Bank. The Company will enter into a change in control agreement with Mr. Brown that will provide if Mr. Brown’s employment is terminated as a result of a change in control, as defined in the agreement, he will receive a one-time severance payment equal to 12 months of his then-current base salary, subject to annual renewal by the Compensation Committee of the Company’s Board of Directors.

In July or August 2014, the Company intends to grant 10,500 incentive stock options to Mr. Brown in connection with his appointment. The stock options will be exercisable 20% per year commencing on the first anniversary of the date of grant and the exercise price of the options will equal the fair market value of the Company’s common stock on the date of grant. The Company also intends to award 3,500 shares of common stock under the Company’s recognition and retention plan. The stock award will vest at a rate of 20% per year commencing on the first anniversary of the date of grant.

For additional information, reference is made to the Employment Offer Letter accepted by Mr. Brown on April 9, 2014, attached hereto as Exhibit 10.1 and incorporated herein by reference. A copy of the press release announcing Mr. Brown’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On July 9, 2014, the Company issued a press release announcing that the Board of Directors declared an increase of 17% in the quarterly cash dividend to $.07 per share on July 9, 2014. The dividend is payable on August 4, 2014 to shareholders of record as of July 21, 2014.

For additional information, reference is made to the Company's press release dated July 9, 2014, which is included as Exhibit 99.1 hereto and is incorporated herein by reference thereto.

Item 9.01 Financial Statements and Exhibits

(a)	Not applicable.

(b)	Not applicable.

(c)	Not applicable.

(d)	The following exhibit is included with this Report:

	Exhibit Number		Description
	10.1		Employment Offer Letter accepted by Glen W. Brown on April 9, 2014
	99.1		Press release, dated July 9, 2014

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 thereunto duly authorized.

	HOME FEDERAL BANCORP, INC. OF LOUISIANA



Date: July 9, 2014	By:	/s/Clyde D. Patterson
		Clyde D. Patterson
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

	Exhibit Number		Description
	10.1		Employment Offer Letter accepted by Glen W. Brown on April 9, 2014
	99.1		Press release, dated July 9, 2014

April 8, 2014

Mr. Glen W. Brown

401 Langley Drive

Lafayette, LA 70502

Dear Mr. Brown,

On behalf of Home Federal Bank (“the Bank”) and Home Federal Bancorp, Inc. of Louisiana (the “Company”), I am pleased to convey to you in writing our employment offer for the position of Senior Vice President and Chief Financial Officer of the Bank and the Company. As Senior Vice President and Chief Financial Officer you would report directly to me and as a senior executive it is an exempt position. Should you accept this offer of employment, your first day of employment is anticipated to be on or about July 16, 2014.

This letter outlines the terms of your employment offer with the Bank and the Company and your compensation and benefits as set forth below:

Title: Sr. Vice President and

Chief Financial Officer

Salary: $150,000.00, annualized

Stock Award:

Within 30 business days of your start date, you will be granted a restricted stock award covering 3,500 shares of the Company’s common stock (the “Stock Award”), subject to approval by the Compensation Committee of our Board of Directors. The Stock Award will vest in equal annual installments over a 5-year period, with the first 20% of the shares subject to the Stock Award vesting on the first anniversary of the date of grant. All vesting is subject to you remaining employed with the Bank and the Company through the relevant vesting dates.

Stock Option:

Within 30 business days of your start date, you will be granted a stock option to purchase 10,500 shares of the Company’s common stock (the “Option”) subject to approval by the Compensation Committee of our Board of Directors. The Option will be priced at the closing price on the NASDAQ on the date of the grant. 20% of the shares subject to this Option shall vest on the one year anniversary of the date of grant. Thereafter, 20% of the shares subject to the Option shall vest on each anniversary of the date of grant; so as to be 100% vested on the five year anniversary of the date of grant. All vesting is subject to you remaining employed with the Bank and the Company through the relevant vesting dates.

Mr. Glen W. Brown

April 8, 2014

Page 2

Incentive:

You are guaranteed a $15,000, incentive bonus in 2014. Any bonus in subsequent years would be based on your annual performance review.

Change of Control:

You will be entitled to enter into a change in control agreement that will provide if your employment is terminated as a result of a change in control, as defined in the agreement, you will receive a one-time severance payment equal to 12 months of your then-current base salary, subject to annual renewal by the Compensation Committee of our Board of Directors.

Relocation :

The Bank will reimburse you for certain documented expenses to help defray the cost of your personal move and relocation. Temporary housing is covered up to $5,000, paid in monthly installments of $1,000. Your expense for transporting furnishings and personal belongings, within your current household, is covered up to $5,000. The Bank will cover up to a maximum of $5,000 for invoiced expenses incurred in selling your primary residence. The Bank will also reimburse your expenses of up to $1,000, for you and your family to visit the area. Certain conditions apply to each of these benefits.

Vacation:

2 weeks (10 days) in 2014, 3 weeks (15 days) per year beginning January 1, 2015. Employees are eligible for paid vacation leave after 90 days of employment.

Sick Leave:

12 days per year, cumulative to a maximum of 30 days. Employees are eligible for paid sick leave after 90 days of employment.

Benefits:

Eligible to contribute to the Home Federal Bank 401(k) plan on the 1 st day of the month following 90 days of employment. Eligible for Safe Harbor matching contributions following one (1) year of employment. Home Federal matches 100% on the first 6% you contribute to your 401(k) savings account.

Eligible for Home Federal Bank ESOP plan following one (1) year of employment.

Group health, dental, and vision coverage available on 1st day of the month following 30 days of employment.

Mr. Glen W. Brown

April 8, 2014

Page 3

STD, LTD, AD&D, and Life Insurance coverage provided on 1st day of month following 30 days of employment.

This formal notification of our offer of employment is subject to the terms set forth in the Home Federal Bank Employment Application and is contingent upon satisfactory background verification, receipt of an original application, a final review of references, and the approval of the Compensation Committee of the Board of Directors.

For purposes of stock ownership, please be advised that “Executive Officers,” are expected to meet certain requirements. As of the beginning of each fiscal year, all Executive Officers shall hold the greater of (i) that number of shares of common stock equal in value to $50,000 or the equivalent value of in-the-money vested stock options, or (ii) 3,000 shares of common stock. The Executive Officers must attain this ownership threshold by five years after his or her acceptance of the position. The value of the shares of common stock will be calculated at the beginning of each fiscal year and will be based on the closing price on the NASDAQ, on the last day of the year. The value of vested in-the-money stock options shall be the closing price on the NASDAQ, on the last day of the year less the exercise price. Any subsequent change in the value of the shares during such fiscal year will not affect the amount of stock that such Executive Officers must hold during that year. The Board may modify this requirement on a case by case basis if compliance reasonably creates a hardship for any such Executive Officer.

For purposes of federal immigration law, you will be required to provide the Bank documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within 3 business days of your date of hire, or our employment relationship with you may be terminated.

Please be aware that your employment with the Bank and the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Bank and the Company are free to conclude their employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Bank and the Company at least four weeks’ notice.

You agree that, during the term of your employment with the Bank and the Company, you will devote substantially all of your professional time to your responsibilities at Home Federal Bank, and you will not engage in any other employment, occupation, consulting, or other business activity directly related to the business in which the Bank is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Bank. Additionally, as an employee of the Bank, you will be expected to abide by company rules and standards as presented in our Employee Manual and Code of Business Conduct and Ethics.

If you choose to accept our offer, please sign at the bottom and return to Dawn Williams, no later than 1:00 p.m., Friday, April 18, 2014. You may return the offer in person at 222 Florida Street in Shreveport, via email at dawn.williams@hfbla.com, or by fax to 318-841-0869. A duplicate original is enclosed for your records. This letter sets forth the terms of your employment with the Bank and supersedes any prior representations or agreements, whether written or oral, that may have been made by representatives of Home Federal Bank or Home Federal Bancorp of Louisiana. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by Home Federal Bank President & CEO and you.

Mr. Glen W. Brown

April 8, 2014

Page 4

Glen, I look forward to working with you and having you as a member of our team. If you have any questions, please do not hesitate to contact me at (318) 841-1171.

Jim Barlow

/s/Jim Barlow

President and CEO

Home Federal Bank

President and COO

Home Federal Bancorp, Inc. of Louisiana

Accepted this 9th day of April, 2014

/s/Glen W. Brown

Glen W. Brown

EXHIBIT 99.1

For Immediate Release

HOME FEDERAL BANCORP, INC. OF LOUISIANA ANNOUNCES APPOINTMENT OF

NEW CHIEF FINANCIAL OFFICER AND AN INCREASE IN THE

QUARTERLY CASH DIVIDEND TO $.07 PER SHARE

SHREVEPORT, La — July 9, 2014 — Home Federal Bancorp, Inc. of Louisiana (the “Company”) (NASDAQ: HFBL) the holding company for Home Federal Bank (“Home Federal” or “HFB”), today announced the appointment of Glen Brown, CPA as Senior Vice President and Chief Financial Officer of the Company and Home Federal. Mr. Brown brings 37 years of banking experience to HFB and public company reporting experience to the Company. Most recently, he served 17 years as Vice President and Controller for Teche Federal Bank in New Iberia, Louisiana (“Teche”) the wholly owned subsidiary of Teche Holding Company. Prior to joining Teche, Mr. Brown spent 19 years in various accounting and finance roles with First Federal Bank in Lake Charles, Louisiana.

“Glen’s extensive background in the banking industry makes him a great addition to the HFB team. In his prior roles, Glen has been a key member in implementing a community bank strategy for large thrifts in Louisiana. We are excited to have someone with Glen’s experience to provide the guidance we need to handle the current and future growth of the Company,” said James R. Barlow, HFB President and Chief Executive Officer.

As part of the on-going transition plan reported in December 2012, the Company’s long-time Executive Vice President and CFO, Clyde Patterson will assist Mr. Brown in the transition and continue as Treasurer of the Company until retirement which is targeted for December 31, 2017. Mr. Barlow added, “Clyde has served Home Federal for 50 years in various roles, including as a director of HFB and the Company. His leadership during HFB’s transition to a publicly traded company has been a large part of our success. I look forward to working with Clyde in his new role.”

“I am honored to have served Home Federal for many years,” said Mr. Patterson. “Home Federal has been a large part of the Shreveport / Bossier community for 90 years and I hope my tenure with Home Federal has provided a strong platform to support HFB’s continued growth and success. I look forward to working with Glen as he takes on the CFO role to help ensure a smooth transition for the Company.”

The Company also announced today that its Board of Directors at their meeting on July 9, 2014, declared an increase of 17% in the quarterly cash dividend to $.07 per share on the Company’s common stock. The dividend is payable on August 4, 2014, to the shareholders of record at the close of business on July 21, 2014.

“The increase in our dividend reflects our continued commitment to creating value for our shareholders and confidence in the financial strength and long-term prospects for the Company,” said James R. Barlow, President and Chief Operating Officer of the Company.

Home Federal Bancorp, Inc. of Louisiana is the holding company for Home Federal Bank which conducts business from its four full-service banking offices and one commercial lending agency office in northwest Louisiana. HFB is a full-service community bank committed to providing an unparalleled level of personal service while helping customers meet all their financial needs. Additional information is available at www.hfbla.com

Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” We undertake no obligation to update any forward-looking statements.

-end-

Contact:

Home Federal Bancorp, Inc. of Louisiana

James R. Barlow, President and Chief Operating Officer

Dawn F. Williams, Vice President

318.841.1170