HOMETOWN BANK NATTONAL ASSOCIATION
SHAREHOLDERSI MEETING
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that the regular annual meeting of the shareholders of
HomeTown Bank, National Association, will be held at the Bank, 1801 - 45ft Street, Galveston,
Texas 77550, on
April 14,2015, at2:00 p.m., for the purpose of considering
and voting upon the
following matters:
.
Election of Directors. Fixing the number of Directors to be elected
at fifteen and the election of fifteen persons to the Board of
Directors.
2.
Transacting such other business as may properly come before the
meeting or any adjournment thereof.
1
The close of business on February 13,2015, has been fixed by the Board of Directors as
the record date for the determination of shareholders entitled to notice of and to vote at the
annual meeting.
If you will
be unable to attend the meeting, please date and sign the enclosed form
of
proxy and retum it in the enclosed envelope as promptly as possible. The proxy may be revoked
at any time prior to its exercise.
By Order of thejoard of Directors,
February 27,2015
HOMETOWN BANK, NATIONAL AS SOCIATION
1801 - 45th Street, Galveston, Texas77550
February 27 ,2015
Proxy Statement
Annual Meeting of Shareholders
April 14,2015
The Board of Directors of HomeTown Bank, National Association ("Bank"), is soliciting
the enclosed proxy for use at the Annual Meeting of Shareholders ("Meeting") to be held on
April 14, 2015, at2:00 p.m., at the Bank and at any adjoumments thereof. This proxy statement
and the enclosed proxy are being first sent to shareholders on or about February 27,2015. The
voting authority granted by the enclosed proxy relates only to the specified Meeting and any
adjournments thereof and expires thereafter. It may be revoked at arry time prior to iti exercisl
by a subsequently dated proxy, by attendance at the meeting, or by written notice delivered or
mailed to the cashier of the Bank prior to the Meeting. In addition to the solicitation of proxies
by mail, the Bank's regular employees may solicit proxies personally or by telephone. These
employees will not be compensated for soliciting proxies.
Ownership of Shares - Voting Rights
As of February 27, 2015, there were 544 shareholders and 382,657.18 shares of the
Bank's common capital stock, $1.00 par value, outstanding, which are all of the same class.
Cash dividends have been declared as follows: $1.25 in March of 2014 and $1.95 in November
of2014.
To the knowledge of the Bank's Board of Directors, the only person or entity beneficially
owning 5%o or more of the outstanding shares of the Bank is Moody Bank Holding Company,
2302 Postoffrce Street, Galveston, Texas 77550.
Robert L. Moody, Jr., a director of the Bank, is also a director both of Moodv Bank
Holding Company and of Moody National Bank.
The following reflects the ownership of common stock in the Bank, as of December 31,
2014, by Moody Bank Holding Company, by Officers and Directors of the Bank, by Nominees
for election as Directors and by the principal executive officer of the Bank:
Amount of Shares of Bank
Beneficially Owned
as
Name and Address of Beneficial Owner
of
December 31,2014
Percent
of
Outstanding
Common Stock
Moody Bank Holding Company *
2302 Postoffice Street
Galveston, Texas 77550
95,105
24.85%
Dorothea Matthews Balentine *
5011 Sherman Blvd.
Galveston, Texas 77551
1,224
0.3t%
Kent Ballard
1501 Carolina Court
Friendswood, Texas 77546
1,1 15
0.29%
Anthony G. Buzbee
l722Rjver Oaks Blvd.
Houston, Texas 77019
14,364
3.75%
Stacy Dienst
3,917
1.02%
Maurice Estlinbaum
405 N. Clear Creek Drive
Friendswood, Texas 77 546
2,907
0.76%
Sidney C. Farmer,III
801 East Beach Drive
Galveston, Texas 77550
1,303
0.34%
Michael J. Gaido, Jr.
3800 Seawall Boulevard
Galveston, Texas 77550
1,009
0.26%
Greg S. Garison *
One Moody PIaza,l8th Floor
Galveston, Texas 77550
1,651
0.43%
2521Pebble Lodge Lane
Friendswood, Texas 77546
(cont'dfrom page 2)
Amount of Shares of Bank
Benefrcially Owned
Percent of
as of
Outstanding
Name and Address of Beneficial Owner
December 31,2014
Common Stock
E. Vince Matthews,III *
1556 Tahoe Court
League City, Texas 77573
1,000
0.26%
Robert L. Moody, Jr. *
2302 Postoffice, Suite 601
Galveston, Texas 77550
2,000
0.s2%
Bob Pagan
2715 Drexel
Houston, Texas 77027
1,000
0.26%
7,027.56
r.84%
G. William Rider 'tx'*
2 Dansby Drive
Galveston, Texas 77551
13,066
3.41%
Joe Saladino
r,164
0.30%
T. A. Waterman, Jr.
7713 Beaudelaire
Galveston, Texas 7755I
8,973
2.34%
All Directors
64,140.56
16.76%
Jimmy Rasmussen **
1429 - 19th Avenue No.
Texas City, Texas 77590
2295 Lakeway Drive
Friendswood, Texas 77546
and Officers of the Bank
* It is the Bank's
best information that all outstanding shares of Moody Bank
Holding company are owned by Moody Bancshares, Inc. Robert L. Moody, Sr.,
who is a director of both Moody Bancshares, Inc., and Moody Bank Holding
company, is the husband of former director Ann Mcleod Moody, the father of
director nominee Robert L. Moody, Jr., stepfather of director nominee E. Vince
Matthews, III, and the stepfather of director nominee Dorothea Matthews
Balentine. Director nominee Greg S. Garrison is a partner in the law firm which
provides legal representation to both Moody Bancshares, Inc., and Moody Bank
Holding Company. Former director Ann Mcleod Moody is the mother of director
nominee E. Vince Matthews, III, the mother of director nominee Dorothea
Matthews Balentine, and the stepmother of director nominee Robert L. Moody, Jr.
**
Of the shares shown as beneficially owned by Jimmy Rasmussen, 3,612 are
held in his I.R.A., and 96 are held by Jimmy Rasmussen, Trustee of the A. James
Rasmussen Trust.
***
During the last fiscal year, director nominee G. William R.ider has been a
member of the law firm of Rider & Wilson, which the Bank has retained during
the last fiscal year and to which the Bank paid $62,610.70 in fees during the last
fiscal year.
Voting
In deciding all questions to be voted upon by the Shareholders, each Shareholder is
entitled to one vote for each share held. In the election of Directors, Shareholders are entitled to
cumulate their votes, at the discretion of each Shareholder. Cumulative voting entitles each
Shareholder to as many votes as shall equal the number of shares owned,
-ultipli"d by the
number of Directors to be elected. Each Shareholder may cast all of these votes for a single
candidate, or distribute them on the same principle among any two or more candidates. It is the
intention of the persons named in the proxy which accompanies this proxy statement to vote their
shares cumulatively.
Shareholders entitled to vote shall be those reflected in the Bank's stock transfer records
13,2015. Other Shareholders may
be entitled to vote shares acquired but not transferred on the Bank's records as of February 1j,
2015, by obtaining proxies from the record owners of those shares as of that date.
as Shareholders of record at the close of business on February
Election of Directors
The Articles of Association of the Bank provide that the number of Directors to be
A resolution will be
elected at the Meeting will be determined by vote of the Shareholders.
offered at the meeting establishing the number of directors at fifteen.
The terms of office of the Directors are for one year and expire simultaneously with the
election of their successors at the next succeeding Annual Meeting of the Shareholders.
The persons named below will be nominated for election to serve until the next
succeeding Annual Meeting of Shareholders and until their successors are elected and qualified.
All fifteen nominees have consented to being named as nominees in this proxy statement and to
serve if elected.
The Board of Directors of the Bank is soliciting proxies for the fifteen persons nominated
for the Board of Directors and named below. It is the intention of the persons named in the proxy
to vote in favor of the following nominees:
of Principal Occupations
the Bank and Employment
Age Since Past 5 years
Director
Board
Committee
Membership
Name
Dorothea Matthews
Comp I iance llnternal AudiV
Balentine
Loan Review,
49
04/09/91
Vice President/
Advisory Board
Coordinator,
Moody
National Bank;
Homemaker
62
r0/r3198
Broker Associate,
CRA
Strategic Planning, Loan,
CRA, Business Development,
Compensation & Benefits,
Branch Construction, ORE
Kent Ballard
Anthony G. Buzbee
Strategic Planning
O'Farrell Realty,lnc.
46
08/08/06
Attorney, Anthony G.
Buzbee, P.C.
Stacy Dienst
Compensation
& Benefits, Strategic Planning,
66
07t08t86
Vice President,
Dienst Distributing Co.
(Wholesale beer
distributors)
12110102
Retired Auto Parts
Owner, Real Estate
Loan, Goals/Acquisitions
Maurice Estlinbaum
Strategic Planning,
Business Development, ORE
Investments
Sidney C. Farmer,
III
Loan,
Asset/Liab
iI
63
09/08/87
77
04112/94
ity-Inve stment,
Goals/Acquisitions,
Compensation & Benefits,
Strategic Planning
Michael J. Gaido, Jr.
Chairman of the
Board.
Director, Four Winds
Investments, Inc.;
Co-President, Farmer's
Alloy Fabricating, Inc.
Gaido's Restaurant,
Nick's Restaurant,
Goals/Acquisitions,
Asset/LiabilityInvestment, Compliance/
/Internal Audit/ Loan Review.
and Gaido's Seaside Inn
Strategic Planning,
Nominations, Business
Development, Compensation
& Benefits, Loan, Dividend,
Branch Construction. ORE
Greg S. Garrison
Asset/Liability-Investment,
Compliance/Internal AudiV
Loan Review. Dividend
49
04/08/08
Attorney and Partner,
Greer, Herz& Adams,
L.L.P.
(cont'dfrom page 5)
Board
Committee
Membership
Name
E. Vince Matthews,
III
Asset/Liability-
of Principal Occupations
Bank and Employment
Past 5 years
Age Since
Director
the
s3
0r/01/98
lnvestment,
Attorney and Mortgage
Loan Analyst, Mortgage
and Real Estate Invest-
Compliance/lnternal
Audit/Loan Review. Loan
ment Division, American
National lnsurance Co.
Robert L. Moody, Jr.
Bob Pagan
Compensation
&
s4
02/12/80
76
04t14198
President, Moody
Insurance Group, Inc.,
and Rancher
Self-employed; Auto
dealership investor,
President and
General Manager, Bob
Benefits,
Goals/Acquisitions
Pagan Ford, Inc. and
Sand Dollar Autoplex,
Inc.
Jimmy Rasmussen
President, Dividend,
63
t2/13/88
President,
HomeTown Bank, N.A.
Goals/Acquisitions,
Loan, Asset/Liabilitylnvestmento Compensation
& Benefits, Pension Plan
Trustee, CRA, Strategic
Planning, Nominations,
Business Development,
Branch Construction, ORE
G. William Rider
Pension Plan Trustee.
Loan, Compensation
& Benefits, Goals/
Acquisitions, ORE,
Strategic Planning,
Nominations, Business
81
05/27/75
T. A. Waterman. Jr.
Business Development,
Strategic Planning
Strategic Planning,
Goals/Acquisitions,
Compensation & Benefits,
Dividend
&
Wilson (General
Counsel for the Bank.
The Bank proposes to
continue to retain this
firm in the current
fiscal year.)
Development, Dividend
Joe Saladino
Attorney, Rider
66
r0/r4/08
President of Southwest
Barbecue Management,
lnc., d/b/a Joe's
Barbecue
61
04/08/08
President, Waterman
Air Conditioning &
Heating,Inc.
Other nominations may be made by mailing or delivering written notification of the
nomination to the President of the Bank no less than fourteen (14) days nor more than fifty (50)
days prior to the Meeting. Provided, however, that if less than twenty-one (21) days' notice of
the Meeting is given to the Shareholders, the nomination shall be delivered or mailed no later
than the close of business on the seventh day following the day on which the notice of the
Meeting was mailed. The nomination shall contain the following information to the extent
known by the nominating Shareholders: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of shares of the capital
stock of the Bank that will be voted for each proposed nominee; (d) the name and address oithe
notifring Shareholder; and (e) the number of shares of capital stock of the Bank owned by the
notiffing Shareholder.
Director Independence
A majority of the Board of Directors is comprised of independent Directors under the
definition of independence of NASDAQ, a national securities exchange. The Bank uses the
same definition with respect to all Directors and Nominees for Director. The Bank uses the
independence standards of NASDAQ to determine whether the members of each committee of
the Board of Directors are independent.
Directors' Past Meetings
The total number of meetings of the Board of Directors, regular and special, held during
the last full fiscal year was twelve (12). This past fiscal year, Anthony G. Buzbee was the only
director who attended fewer than 75Yo of the aggregate of the total number of board meetings
held and the total number of meetings held by all committees of the board on which that person
served. It is the Bank's policy that at least three Directors attend the Annual Meeting of
Shareholders, and fourteen Directors attended the 2014 Annual Meeting of Shareholders.
Nominating Committee Report and Past Meetings
The Bank has a Nominating Committee of the Board of Directors. The identification and
recommendation to the Board of Directors of Nominees for election as Directors is the
responsibility of the Nominating Committee. Its functions include seeking, reviewing, and
independently evaluating candidates for consideration as Nominees for Director. The
Nominating Committee has no charter. Currently, the members of the Nominating Committee
are Michael J. Gaido, Jr., G. William Rider, and Jimmy Rasmussen. The Nominating Committee
did not have any meetings during the fiscal year ending on December 31, 2014. For the 2015
Annual Meeting, no new Nominees for Director were recommended, and the re-election of all
existing Directors was recommended, by the Nominating Committee to the Board of Directors.
Based on the policy and procedures of the Nominating Committee, suggestions for candidates
may be submitted to the Nominating Committee by other Directors or byShareholders, who may
submit suggestions for candidates to be considered by sending a resume of the candidate on a
timely basis to the Nominating Committee, c/o HomeTown Bank, N. A., p. O. Box 3909,
Galveston, Texas 77552-3909. Candidates will be evaluated in the same manner whether or not
a Shareholder recommends the candidate. The Nominating Committee has no specific policy
with respect to diversity in identifying Nominees for Director. The minimum qualification foi
the selection of Nominees recornmended by the Nominating Committee is the abiiity to carry out
the responsibilities of the Board and meet the requirements of the Bank's By-laws. The selection
of Directors shall be by vote of a majority of theShareholders, and cumulative voting applies.
The Bank has a standing Compliance/Internal Audit/Loan Review Committee of the
Board of Directors which reviews the Bank's internal audit procedures and results. It has
reviewed reports from the external and intemal auditors of the Bank, has reviewed and discussed
the audited financial statements with management, and has made recommendations to the Board.
It has discussed with the independent auditors the matters required to be discussed and has
discussed with the accountants the accountants' independence. It has had discussions with
management and the auditors, based on the review and discussions referred to above. The Bank
has paid fees to the external auditor as follows: $76,600.00 for audit, $0.00 for financial
information systems design and implementation, and $26,220.00 for other non-audit services,
which include preparation of the Tax Return, Franchise Tax Retum, Call Report Adjustments,
and Property Renditions. The audit committee has considered whether the provision of financial
information systems design and implementation services and other non-audit services provided
by the Bank's principal accountant is compatible with maintaining the principal accountant,s
independence. The Board of Directors has not adopted a written charter for the audit committee;
consequently, the audit committee is not govemed by a charter. This past fiscal year, it held three
(3) meetings. All of the audit committee members are "independent" as defined in Section
of the American Stock Exchange, Inc. listing standards; as such section may be modified or
supplemented.
l2l|
The public accounting firm reports directly to the audit committee. The audit committee
is directly responsible for the appointment, compensation, and oversight of the accounting firm.
The auditor must timely report to the audit committee all critical accounting policies and
practices to be used; all alternative treatments of financial information within g.tr.tutty accepted
accounting principles that have been discussed with management, the ramifications thereof, and
the method preferred by the auditor; and any other material wriuen communication between the
auditor and management, including management letters and schedules of unadjusted differences.
The audit committee approves any non-audit services that will be performed by the
extemal audit firm. The audit committee establishes procedures for (1) complaints receivid by
the Bank regarding accounting, internal accounting controls, and auditing matters, and (2)
confidential submissions by employees regarding questionable accounting oi auditing methods.
The audit committee has the authority to engage independent counsel or other advisors. The
Bank will provide funds to the audit committee for payment of compensation to the accounting
firm and advisers employed by the audit committee. Since February 8,2005, Dorothea Matthews
Balentine, a financial expert as defined in the Sarbanes-Oxley Act of 2003,has been a member of
the audit committee.
The Bank will not, directly or indirectly, extend or maintain credit, or arange for the
extension of credit, in the form of a personal loan to or for any director or executive officer of the
Bank; provided, however, this prohibition does not apply to credit existing on the date the
Sarbanes-Oxley Act of 2003 was enacted, if no material modification is made thereafter" or to
any Bank loan subject to Regulation O.
The foregoing disclosures are made by all of the members of the Complianceflnternal
Audit/Loan Review Committee, who are Dorothea Matthews Balentine, Michael J. Gaido. Jr.. E.
Vince Matthews, III, and Greg S. Garrison.
Compensation & Benefits Committee Report and Past Meetings
The Bank has a Compensation & Benefits Committee of the Board of Directors which
has the responsibility to review the compensation of the Bank's executive officers, officers,
employees, and Directors. The Compensation & Benefits Committee has no charter. Its
functions and authority include making recommendations to the Board of Directors relating to
the salaries and benefits of the Bank's employees and Directors. The Compensation & Benefits
Committee does not delegate any of its authority to any other person. This past fiscal year, the
Compensation & Benefits Committee held four (4) meetings. The current members of the
Compensation & Benefits Committee are Stacy Dienst, Sidney Farmer, III, Kent Ballard, Bob
Pagan, Michael J. Gaido, Jr., G. William Rider, Jimmy Rasmussen, and T. A. Waterman, Jr.
Under the Bank's processes and procedures, the evaluations and recommendations by the
President of the Bank relating to the amount and form of executive officer, offrcer, employee,
and Director compensation are considered by the Compensation & Benefits Committee, which
has no compensation consultant.
Board Leadership Structure and Role in Risk Oversight
The principal executive officer and the Chairman of the Board are different persons, and
these positions have separate functions. The Board of Directors adopts policies for the operation
of the Bank, and the executive officers of the Bank are responsible for implementing those
policies. The Bank has determined that this leadership structure is appropriate, based on the size
of the Bank.
The Board of Directors delegates to its Loan Committee, its Asset/Liability Committee,
and its Investment Committee the responsibility for making recommendations in the risk
oversight of the Bank.
Significant Employees
In20l4, the Bank had no significant employee, as that term is defined in the regulations
utilized by The Office of the Comptroller of the Currency. There was no significant employee of
the Bank in20l5 as of the date of this proxy statement.
Compensation of Management
1.
The following tabulation shows the aggregate direct compensation for (a) the principal
executive officer during the twelve months ending December 31, 2014, who received cash
compensation in excess of $60,000.00 during the year, and (b) all officers of the Bank as a group:
Name of Individual
Cash Compensation:
(l) Salaries, Fees,
Director's Fees and
Group
OrNumber in
2014
Capacities in
which
Jimmy Rasmussen
President and
Commissions
(2) Cash Bonus
served
(1) S 24s,600.00
(2) S r 15,000.00
Director
All officers of the Bank
(l)
as a Group (41 Persons)
(2)
NONEQUnY
NAMEAND
PRINCIPAL
POSITION
Jimmy
YEAR
Rasmussen,
2014
SALARY BONUS
$234,900.00
STOCK
AWARDS
$115,000.00
$0
OPTION
INCENTIVE PLAN
COMPENSATION
AWARDS
$0
Pres.
$0
$2,743,652.04
493,363.rr
$
NONQUALIFIED
DEFERRED
COMPENSATION ALL OTFIER
EARNINGS COMPENSATION
$0
$10,700
+
*Director's Fee
Mr. Jimmy Rasmussen and all Bank officers are employees at the will of the Bank.
t0
TOTAL
$360,600.00
Bonus. Pension. Profit Sharing. and Stock Appreciation Rights Plans
l.
Officer bonuses are set each year by the Board of Directors, taking into account
the profitability of banking operations for the year and other factors deamed to be appropriate by
the Board of Directors.
2.
The Bank has an Employees' Profit Sharing Plad401(k). The Employer
contributions to the Profit Sharing Plar/401(k) are determined annually by the Board of
Directors, and the employee benefits are directly proportionate to the total compensation of the
eligible employee related to the total compensation of all eligible employees. All employees who
are at least twenty and one-half (20.5) years of age and who have been employed for at least onehalf year are eligible to join this contributory Plan. Benefits are based upon the earnings of assets
in the Plan. The Plan has a graduated vesting schedule beginning after two (2) years of
employment with full vesting after six (6) years of employment.
Effective September I,1992,I.R.C. Sec. 401(k) provisions were added to the Employees'
Profit Sharing Plad401(k). Pursuant to these provisions, employees may defer all or part of their
salary and the Bank has agreed to match employee defenals at a rate of $.50 matching for each
$1.00 of defenal upto 60/o of the employee's salary (maximum match is3Yo of salary).
For the plan year January l, 2014 through December 31, 2014, employee deferral
amounts totaling $212,024.10 and employer matching amounts totaling $86,214.12 were
contributed.
For the calendar year 2014 the amount of $345,244.28 was distributed from the
Employees' Profit Sharing Plan/401(k) to twenty (20) eligible employees.
Salary defenals and employer matching for the plan year January 1,2014 to December
31,2014 were contributed to the Employees' Profit Sharing Plad401(k) for 32 officers in the
total amount of $227,610.17. A total of 60 employees were participating in the Employees'
Profit Sharing Plad40l(k) as of December 31,2014.
Jimmy Rasmussen, President, was the only Director of the Bank who was included in the
Employees' Profit Sharing Plar/40 1 (k).
1t
3.
Pursuant to a resolution adopted by the Bank's Board of Directors effective
January 1,2006, the Bank has established a Stock Appreciation Rights plan. The plan's
purpose
is to advance the interest of the Bank by motivating key employees to remain in the
employ of
the Bank and to increase the value of the Bank through relating a portion of total
executive
compensation to the maintenance and growth of the value of the Bank. The Bank
Stock
Appreciation Rights Plan has accrued $38,000.00 in benefits dwing the year ended December
31,
2014. As of December 31,2014 and under the Bank Stock appreciation Rights plan, Jimmy
Rasmussen owned 2,750 rights in an l l-year vested plan.
Outstanding Equitv Awards at Fiscal year-End
Ootion awards
Name
Stock awards
of
Number of
Equity Option
securities securities incentive exercise
underlying underlying plan awards: price
Number
unexercised unexercised
Numberof
exercisable unexercisable
underlying
options
options
securities
Option Number of
expira- shares or
tion units of
datg stock that
have not
vested
unexercised
uneamed
options
value Equity
Equity
or incentive incentive
plan awards: plan awards;
of
that Number of Market or
have not
uneamed payout value
vested shares, units ofuneamed
or other
shares, units
rights that
or other
havenot rightsthat
vested have not
Market
ofshares
units
stock
vested
JimmyRasmussen 0
0
0
0
0
2,750 $214,333.38 0
Transactions with Management
Many of the Directors of the Bank and their associates, which include corporations,
partnerships and other otganizatrons in which they are officers or partners or in
which they anj
their immediate families have at least a I0%o interest, are customers of the Bank. These Directors
and their associates have had transactions in the ordinary course of business with the Bank,
including borrowing, which were on substantially the same terms, including interest rates
and
collateral, as those prevailing at the time for comparable transactions with persons unaffiliated
with the Bank. These transactions did not involve more than the normal risk of collectibility or
present other unfavorable features. During 2014, the aggregate extensions of
credit by the Bank
to its Directors, Officers and Primary Security Holders
it.ir
associates)
totaled
at the highest
1uA
point $6,418,168.08, which represented approximately 13.23% of the Bani's equity
capital and
which occurred on June 30, 2014. No Director, Officer, or Primary Security'Hoider had
aggregate extensions of credit with the Bank during 2014 thatexceeded l}yo
of theBank's equity
capital accounts. The Bank expects to have transactions of a similar nature with its Directors
ani
their associates in the future.
Director Compensation
In20I4' the Directors of the Bank received $3,500.00 annually at the annual meeting and
-Board
received $600.00 per month at the regularly called meetings of the
of Directors, iithey
attended the meeting. Additionally, the Directors of the Bank received in 2014
$600.00 for eacir
specially called meeting of the entire Board of Directors, if they attended the meeting.
Further,
the Directors of the Bank who are members of Bank committees received in 2014
$:SO.OO for
each Loan Committee meeting, $250.00 for each Audit Committee meeting,
$150.00 for each
t2
0
Business Development Committee meeting, and $250.00 for each other committee meeting,
they attended the meeting.
if
Principal Accountant
The accounting firm of Whitley Penn, LLP, is the principal accountant and extemal
auditor for the Bank for the current year and was the principal accountant and extemal auditor for
the Bank for the fiscal year most recently completed. The Board of Directors approved the
selection ofthe principal accountant for the current year.
No representative of the principal accountant for the fiscal year most recently completed
nor the current year is expected to be present at the Meeting.
Shareholder Communications
Although the Board of Directors has not adopted a specific process regarding shareholder
communications, Shareholders of the Bank may communicate with the Board of Directors or
with individual Directors serving on the Board by sending written communications, addressed to
the Board as a group or to any individual Director, to HomeTown Bank, N. A., P. O. Box 3g0g,
Galveston, Texas 77552-3909. The Bank will ensure that any such communication, assuming it
is properly marked care of the Board or care of a specific Director, is delivered to the Board oi to
the specified Director, as the case may be. Each proxy statement specifies the date by which
each Shareholder will have the opportunity to present proposals for the next annual meeting.
Shareholder Proposals for Next Annual Meeting
Proposals of Shareholders to be presented at the Bank's next annual meeting in 2016
must be received by the Bank no later than August 28,2015 in order to be included in the proxy
Statement and Proxy. It is suggested that Shareholders send their proposals by certified maii,
retum receipt requested. Notice of a Shareholder proposal that is not received by the Bank on or
before August 28,2015 is considered untimely.
Other Matters
The Board of Directors of the Bank does not know of any matters which are to be brought
before the Meeting other than those described in this Proxy Statement. If any other matter should
be properly presented at the Meeting for action by the Shareholders or should otherwise come
before the Meeting, it is intended that the holders of the proxies will vote thereon in accordance
with their best judgment.
A copy of the Bank's 2014 anrnal report is being mailed to the Shareholders concurrently
with the mailing of this proxy statement, but it is not intended by the management to constitute
any part of this proxy statement.
Cost of Solicitation
The Bank will bear the cost of solicitation of proxies.
l3
Vote Required for Approval
As to matters submitted to the vote of the Shareholders, other than the election to office, a
majority of the Shareholders as of the record date shall be required for approval.
Important Notice Regarding the Availability of Proxy Materials for the Shareholders'
Meeting to be Held on April 14,2015.
The proxy statement and Annual Report to Shareholders are available free of
charge at www.htbna.com and may be accessed by going to that Internet Website and clicking
ooProxy"
on
to receive and review the posted proxy materials.
The date, time, and location of the Shareholders' Meeting is at 2:00 p.m. on April 14,
2015 atHomeTown Bank, National Association, 1801-45th Street, Galveston, Texas.
The matter to be acted on is the election of Directors of HomeTown Bank, National
Association, from April of 2015 through April of 2016. The Bank's Board of Directors
recommends a vote "FOR" the First Proposition, the Altemative Number One in the Second
Proposition, and the Third Proposition.
All of the following
materials are available at www.htbna.com, ffid copies of such
materials may be requested of Elise Worthen, Assistant Vice President of the Bank, at P. O.
Box 3909, Galveston, Texas 77552-3909, (409) 763-1271, [email protected], ffid
www.htbna.com, with respect to the particular meeting to which they relate and with respect to
future meetings:
1.
2.
3.
4.
Notice of proxy statement;
Proxy statement;
Annual Report to Shareholders; and
Proxy card.
The proxy card for each shareholder is enclosed with this proxy statement; consequently,
no control or identification number is needed to access an electronic shareholder's proxy card.
Each shareholder is invited to attend the Shareholders' Meeting and to vote in person.
By Order
Galveston, Texas
February 27,2015
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