EQFN Equitable Financial Corporation (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a party other than the Registrant ☐

Check the appropriate box:

EQUITABLE FINANCIAL CORP.

113 North Locust Street

Grand Island, Nebraska 68801

EQUITABLE FINANCIAL CORP.

113 North Locust Street

Grand Island, Nebraska 68801

______________________________________

Persons and groups who beneficially own in excess of five percent (5%) of the common stock are required to file certain reports with the Securities and Exchange Commission (“SEC”) regarding such ownership pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following table sets forth, as of the Record Date, the shares of common stock beneficially owned by named executive officers and directors individually, by all executive officers and directors as a group, and by each person who was known to us to be the beneficial owner of more than five percent of our outstanding shares of common stock on the Record Date. None of the shares beneficially owned by directors, executive officers or nominees to the Board of Directors have been pledged as security or collateral for any loans.

* Less than 1%.

VOTING PROCEDURES AND METHOD OF COUNTING VOTES

As to the election of directors, the proxy card being provided by the Board of Directors enables a stockholder to vote “FOR” the election of each nominee proposed by the Board of Directors, or to “WITHHOLD” a vote for each nominee being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for each nominee being proposed is withheld.

As to the ratification of BKD, LLP as our independent registered public accounting firm, by checking the appropriate box, a stockholder may: (i) vote “FOR” the ratification; (ii) vote “AGAINST” the ratification; or (iii) “ABSTAIN” from voting on such ratification. The affirmative vote of a majority of the eligible votes cast at the annual meeting is required for the ratification of BKD, LLP as the independent registered public accounting firm for the year ending June 30, 2018.   Broker non-votes and abstentions will have no effect on the outcome of the vote.

If your broker holds shares that you own in “street name,” the broker generally may vote your shares on routine matters even if the broker does not receive instructions from you. “Broker non-votes” are proxies received from brokers or other nominees holding shares on behalf of their clients who have not been given specific voting instructions from their clients with respect to non-routine matters. At this Annual Meeting, a non-routine matter is the election of directors, while the ratification of the independent registered public accounting firm is considered a routine matter.

Proxies solicited hereby will be returned to us and will be tabulated by an inspector of election designated by our Board of Directors. PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS GIVEN ON THE PROXY. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED “FOR” THE PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING.

PROPOSAL I—ELECTION OF DIRECTORS

Our Board of Directors is composed of nine members.  Our bylaws provide that approximately one-third of the directors are to be elected annually. Directors are generally elected to serve for a three year period or until their respective successors have been elected and shall qualify. Three directors will be elected at the Annual Meeting. The Nominating and Corporate Governance Committee of the Board of Directors has nominated Vincent J. Dugan, Thomas E. Gdowski, and William B. Westering to each serve as a director for a three-year term.

The table below sets forth certain information regarding the composition of our Board of Directors, including the terms of office of Board members as of the Record Date, as well as certain information regarding our executive officers. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to each nominee) will be voted at the Annual Meeting for the election of the nominees identified. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between the nominees and any other person pursuant to which such nominee was selected. The Board of Directors recommends a vote “FOR” the nominees to serve as directors until their respective term expires.

The principal occupation during the past five years of each of our directors and executive officers is set forth below. All directors and executive officers have held their present positions for all five years unless otherwise stated.

Nominees for Election

Vincent J. Dugan is the President and General Counsel of Trego/Dugan Aviation, Inc., a Nebraska-based aviation company, and the President of Trego/Dugan Aviation of Grand Island, Inc.  He has served in those positions since July, 1994.  Mr. Dugan has also been affiliated with the law firm of Brouillette, Dugan & Troshynski in North Platte, Nebraska since October, 2007.  Mr. Dugan’s experience as an attorney provides a valuable resource and perspective to the Board.

Thomas E. Gdowski has served as President and Chief Executive Officer of Equitable Bank since December, 2008.  Prior to that, Mr. Gdowski had served as Executive Vice President and Chief Operating Officer of Equitable Bank since June, 2006.  Other prior positions with Equitable Bank include Chief Financial Officer (August to December, 2008), Senior Vice President (March, 2005, to June, 2006), and Chief Branch Operating Officer (November, 2005, to June, 2006).  Prior to joining Equitable Bank, Mr. Gdowski served as Executive Vice President and Chief Financial Officer of United Nebraska Bank from 1993 to September, 2004.  Mr. Gdowski is a member of the Board of Directors of the Company.  Mr. Gdowski provides the Board with extensive knowledge of our customers and lending markets.

William B. Westering  has served as the managing partner of Great Plains Cattle Company, LLC since 2013. Mr. Westering is very engaged in the Grand Island community, currently serving as the Chairman of the Central Nebraska Growth Foundation. Mr. Westering has served as Chairman of the Grand Island Area Economic Development Corporation Board of Trustees, was involved with the boards of Fonner Park and Riverside Golf Club, and numerous area organizations. Mr. Westering is also a member of the Central Nebraska Shrine Club, and owned Westering Distributing in Grand Island from 1976-2000. Mr. Westering earned his business degree from Hastings College in Hastings, Nebraska. Mr. Westering joined the Board of Directors of Equitable Bank in 2017.  Mr. Westering’s experience as a small business owner provides the Board with valuable insight into managing and overseeing a business as well as a valuable perspective on the needs of our business banking customers.

Continuing Directors and Executive Officers

Gary L. Hedman is retired.  He is the former President and Chief Executive Officer of Southern Public Power District, an electric utilities company, having served in that capacity for over 30 years until 2012.  Mr. Hedman’s extensive business and management experience at a regulated entity provides a valuable perspective to the Board.

Douglas J.   Redman served as Equitable Bank’s Business Development Officer from May, 2009, until December 2010. Mr. Redman has been a partner in (i) Red Mountain 1 LLC since September, 2013, (ii) Red Mountain Breakfast Company LLC since January, 2014, and (iii) I84 Donuts LLC since September, 2015; each of which operate under a Dunkin Donuts franchise.  Mr. Redman is also the former owner of several businesses, including Subway franchises, and Video Kingdom stores.  Mr. Redman’s experience as a small business owner provides the Board with valuable insight into managing and overseeing a business, as well as a valuable perspective on the needs of our business banking customers.

David L. Richardson has served as Community Bank President (Grand Island) and Chief Lending Officer of Equitable Bank since May, 2009.  Prior to that time, Mr. Richardson served as Credit Administration Manager of Equitable Bank.  Mr. Richardson is a member of the Board of Directors of the Company.  Mr. Richardson provides the Board with extensive knowledge of our customers and loan portfolio.

Darcy M. Ray has served as Chief Financial Officer of Equitable Bank since November, 2015.  Prior to that time, Ms. Ray served as Vice President of Finance and Controller of Equitable Bank since November, 2006.  Ms. Ray also has served as a part-time accountant with Horst & Associates in Grand Island, Nebraska since January, 2007.  Prior to joining Equitable Bank, Ms. Ray was a Staff Accountant with McDermott & Miller PC in Grand Island, Nebraska.

Douglas J. Nodgaard has served as Community Bank President (Omaha) of Equitable Bank since May, 2013.  Prior to joining Equitable Bank, Mr. Nodgaard served as the Chief Lending Officer of United Republic Bank from April, 2010, to May, 2013, and as Senior Vice President and Chief Marketing Officer of First Westroads Bank from January, 1999, to April, 2010. 

Levi D. Fisher has served as Community Bank President (North Platte) of Equitable Bank since June, 2011.  Prior to that time, Mr. Fisher served as an Agricultural Loan Officer of Equitable Bank since May, 2005.  Prior to joining Equitable Bank, Mr. Fisher served as an Ag Loan Officer for United Nebraska Bank from May, 2002, to May, 2005.  Mr. Fisher is a member of the Board of Directors of the Company.  Mr. Fisher provides the Board with extensive knowledge of our customers and loan portfolio, particularly with respect to our North Platte market.

Benedict P. Wassinger, Jr. serves as Chairman of the Board of Directors for the Company.  Mr. Wassinger is a pharmacist and previous owner of Bens’ Drug Store dba Bens Long Term Care Pharmacy. He currently owns A-B Health Care Services, LLC, a pharmacy consulting service for area nursing homes.   With over 30 years of board service, Mr. Wassinger provides the Board of Directors with extensive institutional knowledge. Mr. Wassinger also provides the Board with broad business experience and knowledge of the Grand Island community and market area.

Pamela L. Price is retired. She is the former Executive Director of the Stuhr Museum Foundation, having served in that capacity for 14   years until August, 2014.  As Executive Director, Ms. Price raised unrestricted funds, special project funds, and endowment funds to benefit the living history, education and preservation programs of the Stuhr Museum in Grand Island.  Ms. Price’s experience in the non-profit sector and her service to Grand Island provides the Board with a unique perspective on conditions in the Grand Island community and market area.

Board of Director Independence

The Board of Directors determines the independence of each director in accordance with Nasdaq Stock Market rules, which include all elements of independence as set forth in the listing requirements for Nasdaq securities.  The Board of Directors has determined that all of our directors are “independent” directors within the meaning of such standards, with the exceptions of Mr. Gdowski, Mr. Fisher, and Mr. Richardson .  In evaluating the independence of our independent directors, we found no transactions between us and our independent directors that are required to be reported in this proxy statement and that had an impact on our determination as to the independence of our directors.

Leadership Structure and Risk Oversight of the Board of Directors

Our Board of Directors is chaired by Benedict P. Wassinger, Jr. who is not an executive officer. We do not have a lead independent director. We believe our structure is appropriate given the relatively small size and simple operating philosophy of our organization. In addition, we note that we have never engaged in a transaction with an affiliate of our Chairman, other than deposit transactions and loans in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with the general public. As a member of the Board for over 30 years, Mr. Wassinger provides extensive institutional and business knowledge to the Board. As a result, he can recommend solutions and prioritize the agenda for Board action.

The Board of Directors is actively involved in oversight of risks that could affect the Company. This oversight is conducted in part through committees of the Board of Directors, but the full Board of Directors has retained responsibility for general oversight of risks. The Board of Directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers

responsible for oversight of particular risks within the Company and Equitable Bank. Internal and external audits provide further support, identification, and management of the risks associated with operating the Company. Additionally, the Board of Directors oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations, and risks acceptable to the organization.

Section 16(a) Beneficial Ownership Reporting Compliance

Our common stock is registered pursuant to Section 12(b) of the Exchange Act. Our officers, directors, and beneficial owners of greater than 10% of our common stock (“10% beneficial owners”) are required to file reports on Forms 3, 4, and 5 with the SEC disclosing changes in beneficial ownership of the common stock. SEC rules require that the Company disclose the failure of an officer, director or 10% beneficial owner of our common stock to file a Form 3, 4 or 5 on a timely basis.  Based solely on a review of copies of such reports and written representations delivered to us by such persons, we believe that during the fiscal year ended June 30, 2017, all Section 16(a) filing requirements applicable to the executive officers, directors and stockholders were timely satisfied except as follows:  (i) Each of Mr. Fisher, Mr. Gdowski, Mr. Nodgaard, Ms. Ray and Mr. Richardson did not timely file a Form 4 with respect to a grant of restricted stock on July 21, 2015, but such Forms 4 were subsequently filed on November 22, 2016; and (ii) Mr. Wassinger did not timely file a Form 4 with respect to a sale of stock on February 27, 2017, but such Form 4 was subsequently filed on March 3, 2017.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The business of our Board of Directors is conducted through meetings and activities of the Board of Directors and its committees. The Board of Directors held twelve meetings during the year ended June 30, 2017. During the year ended June 30, 2017, no director attended fewer than 75 percent of the total meetings of the Board of Directors and committees on which such director served. The Board of Directors encourages each director to attend annual meetings of stockholders. Nine of the nine directors attended the annual meeting of stockholders in 2016.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of the following directors: Douglas J. Redman, Chairman,  Gary L. Hedman, Pamela L. Price, and Benedict P. Wassinger, Jr.  Each member of the Nominating and Corporate Governance Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards. Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, which is available at our website at http://investors.equitableonline.com .

The functions of the Nominating and Corporate Governance Committee include the following:

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business, and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective. If any member of the Board of Directors does not wish to continue in service, or if the Nominating and Corporate Governance Committee or the Board of Directors decides not to re-nominate a member for re-election, or if the size of the Board of Directors is increased, the Nominating and Corporate Governance Committee would solicit suggestions for director candidates from all Board members. In addition, the Nominating and Corporate Governance Committee is authorized by its charter to engage a third party to assist in the identification of director nominees.  The Nominating and Corporate Governance Committee would seek to identify a candidate who at a minimum satisfies the following criteria:

The Nominating and Corporate Governance Committee also takes into account whether a candidate satisfies the criteria for “independence” under the Nasdaq corporate governance listing standards, and if a nominee is sought for service on the Audit Committee, the financial and accounting expertise of a candidate, including whether an individual qualifies as an Audit Committee financial expert.

The Nominating and Corporate Governance Committee believes that diversity is an important component of a Board of Directors, including such factors as background, skills, experience, community involvement, expertise, gender, race, and culture.

The Nominating and Corporate Governance Committee does not have any specific written minimum qualifications or skills that it believes must be met by either a committee-recommended or a stockholder-recommended candidate in order to serve on the Board. The Nominating and Corporate Governance Committee applies an equal level of scrutiny and review to all candidates, whether they have been provided by the Committee or through a stockholder nomination. The Nominating and Corporate Governance Committee believes that at least one of our directors must possess the requisite financial sophistication to satisfy the standards required for Nasdaq-listed companies. We have not paid a fee to any third party to identify, evaluate or assist in identifying or evaluating potential nominees.

Procedures for the Nomination of Directors by Stockholders

The Nominating and Corporate Governance Committee will consider candidates submitted by our stockholders. Stockholders can submit the names of qualified candidates for director by writing to our Corporate Secretary, at 113 North Locust Street, Grand Island, Nebraska 68801. The Corporate Secretary must receive a submission not less than 80 days and not more than 90 days prior to the date of the annual meeting. The submission must include the following information:

A nomination submitted by a stockholder for presentation at an annual meeting of stockholders must comply with the procedural and informational requirements described in “Stockholder Proposals.”

Stockholder Communications with the Board

A stockholder who wants to communicate with the Board of Directors, or with any individual director can write to our Chairman at 113 North Locust Street, Grand Island, Nebraska 68801, Attention: Chairman. The letter should indicate that the author is a stockholder and if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, management will:

At each Board of Directors’ meeting, management shall present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the directors.

Code of Ethics

We have adopted a Code of Ethics that is applicable to our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is available on our website at http://investors.equitableonline.com. Amendments to and waivers from the Code of Ethics will also be disclosed on our website.

Audit Committee

The Board of Directors has adopted a written charter for the Audit Committee, which is available at our website at http://investors.equitableonline.com . The Audit Committee met four times during the year ended June 30, 2017. The Audit Committee consists of the following directors: Gary L. Hedman, Jack E. Rasmussen, and Vincent J. Dugan. Responsibilities of the Audit Committee include the following:

All members of the Audit Committee are “independent” as defined in the listing standards for Nasdaq-listed companies and under Rule 10A-3 of the Exchange Act. All members of the Audit Committee are able to read and understand financial statements, and no member of the Audit Committee has participated in the preparation of our financial statements or Equitable Bank’s financial statements during the past three years. Gary L. Hedman is deemed by us to be an “audit committee financial expert.”  Mr. Hedman has an understanding of generally accepted accounting principles (GAAP) and has the ability and experience to review, evaluate and analyze financial statements which present the breadth and level of complexity of issues that we reasonably expect to be raised in connection with a review of our financial statements. Mr. Hedman has actively reviewed our financial statements since becoming a director in 2003. Mr. Hedman has acquired these attributes through the experience he has gained as the President and Chief Executive Officer of the Southern Public Power District, an electric utilities company, for more than 30 years.

Compensation Committee

The Board of Directors has adopted a written charter for the Compensation Committee, which is available at our website at http://investors.equitableonline.com .  Pamela Price, Chairperson, Douglas J. Redman, and Benedict P. Wassinger, Jr. serve on the Compensation Committee, which meets periodically to review the performance of officers and employees and determine compensation programs and adjustments. Mr. Gdowski is not present, does not vote on or participate in deliberations with respect to his compensation, and will not vote on compensation of other executive officers. The Compensation Committee met six times in the year ended June 30, 2017. Each member of the Compensation Committee is independent as defined under the Nasdaq listing standards.

The Compensation Committee provides advice and recommendations to the Board of Directors in the areas of employee salaries and benefit programs, and director compensation. Compensation of the President and Chief Executive Officer, and other executive officers for the year ended June 30, 2017, was paid by the Company and determined by the Board of Directors upon the recommendation of the Compensation Committee. The Compensation Committee administers, and has discretionary authority over the issuance of equity awards under our 2016  Equity Incentive Plan, and recommends to the Board of Directors the bonuses to be paid pursuant to our bonus program as described below under “Executive Compensation.”

In order to keep costs to a minimum, the Compensation Committee did not employ an outside consultant to provide recommendations on employee or officer compensation during the year ended June 30, 2017. The Compensation Committee does not delegate authority to determine executive and director compensation to any individual or entity. However, using guidelines established by the Compensation Committee, our department of human resources provides the historical salary and bonus compensation to the Compensation Committee and gives recommendations of salary increases and annual bonuses based on the performance of the officer or employee. The Compensation Committee also relies from time to time on publicly available information including compensation surveys, market and employment conditions within the region or nation, and payroll statistics to determine officer and director compensation. Furthermore, the President and Chief Executive Officer serves as a resource to the Compensation Committee by participating in compensation-related activities purely in an informational and advisory capacity, and presents the other officers’ performance summaries and recommendations relating to their compensation to the Compensation Committee for their review and approval. The President and Chief Executive Officer has no vote with respect to compensation matters decided by the Compensation Committee or the Board of Directors.

Employment Agreement with Mr. Gdowski .  Mr. Gdowski entered into an employment agreement with the Company dated June 30, 2011.  The employment agreement had an initial term of 24 months.  The employment agreement provides that, on each anniversary date of the agreement, outside members of the Board of Directors may extend the agreement term for an additional year, so that the remaining term again becomes 24 full months from the applicable anniversary date.  The decision to extend is based on an annual review of Mr. Gdowski’s performance.  Mr. Gdowski’s employment agreement was last extended by the outside members of the Board of Directors in 2017, and the term of the employment agreement now continues through June 30, 2019.

The employment agreement provides Mr. Gdowski with a base salary of $173,000.  Mr. Gdowski’s annual rate of base salary is reviewed by the Board of Directors at least annually, and may be increased but not decreased.  In addition to base salary, Mr. Gdowski is entitled to incentive compensation in accordance with any program established by the Company or as otherwise determined by a majority of the outside members of the Board of Directors in their discretion.  Further, Mr. Gdowski is entitled to participate in any and all officer or employee compensation and benefit plans in effect from time to time. Mr. Gdowski is also reimbursed for reasonable business expenses incurred while performing his obligations as President and Chief Executive Officer.

In the event of Mr. Gdowski’s involuntary termination of employment for reasons other than cause, disability or death, or in the event he voluntarily terminates employment with “good reason,” Mr. Gdowski will receive the following benefits:  (a)  if such termination occurs following a change in control of the Company, Mr. Gdowski will be entitled to receive a lump sum severance payment equal to the sum of six months’ base salary as in effect at the time of the change in control or termination of employment, whichever is higher; or (b) if such termination does not occur following a change in control of the Company, Mr. Gdowski will continue to receive his base salary as in effect at the time of termination for a period of six months in accordance with regular pay practices.  For purposes of the employment agreement, “good reason” means:  (a) a failure to reelect or reappoint Mr. Gdowski as President and Chief Executive Officer without his consent; (b) a material change in Mr. Gdowski’s position to become one of lesser responsibility, importance or scope without his consent; (c) a liquidation or dissolution of the corporation, other than those related to reorganizations that do not affect the status of Mr. Gdowski; (d) a material reduction in Mr. Gdowski’s base salary or benefits, other than a reduction that is generally applicable to executive employees or a reduction or elimination of benefits as part of a good faith, overall reduction or elimination of such plans or benefits applicable to all participants; or (e) a material breach of the employment agreement by the Company.

Discretionary Bonus Program.     The Board of Directors has the authority to award discretionary bonus payments to the named executive officers.  While strict numerical formulas are not used to quantify the named executive officers’ bonus payments, both company-wide and individually based performance objectives are used to determine bonus payments.  Company-wide performance objectives focus on growth, expense control and asset quality, which are customary metrics used by similarly situated financial institutions in measuring performance. Individually based performance objectives are determined based on the individual’s responsibilities and contributions to our successful operation.  Both the company-wide and individually based performance objectives are evaluated by the Board of Directors on an annual basis and also as a trend of performance.  The Board of Directors also takes into consideration outside factors that impact our performance, such as national and local economic conditions, the interest rate environment, regulatory mandates and the level of competition in our primary market areas.

Outstanding Equity Awards .  The following table sets forth information with respect to our outstanding equity awards as of June 30, 2017, for our named executive officers.  

Benefit Plans

2006 Equity Incentive Plan.  The Equitable Financial Corp. 2006 Equity Incentive Plan (the “2006 Incentive Plan”) was approved at our 2006 annual meeting.  The 2006 Equity Incentive Plan expired on November 14, 2016.  The 2006 Incentive Plan authorized the issuance of up to 176,296 stock options and 70,518 shares of restricted stock to employees and directors.  The 2006 Incentive Plan was administered by the Compensation Committee of the Board of Directors. The Compensation Committee had the authority to grant awards, designate participants, determine the type or types of awards to be granted to each participant and the number, terms, and conditions of awards, and otherwise to make all other decisions and determinations that may be required under the 2006 Incentive Plan.  During the term of the 2006 Equity Incentive Plan, no stock options and 68,096 shares of restricted stock were granted  to employees and directors.

2016 Equity Incentive Plan .  The Equitable Financial Corp. 2016 Equity Incentive Plan (the “2016 Incentive Plan”) was approved at our 2016 annual meeting.  The 2016 Incentive Plan authorizes the issuance of up to 277,642 shares of common stock pursuant to grants of restricted stock awards, restricted unit awards, incentive stock options and non-qualified stock options.  The 2016 Incentive Plan is administered by the Compensation Committee of the Board of Directors.  The Compensation Committee has the authority to grant awards, designate participants, determine the type or types of awards to be granted to each participant and the number, terms, and conditions of awards, and otherwise to make all other decisions and determinations that may be required under the 2016 Incentive Plan.  To date 158,653 stock options and 63,461 shares of restricted stock have been granted under the 2016 Incentive Plan to employees and directors.

Employee Savings and Profit Sharing Plan.  Equitable Bank maintains an Employee Savings’ and Profit Sharing Plan which is a qualified, tax-exempt profit sharing plan with a “cash or deferred” feature that is tax-qualified under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”).  All employees who have attained age 21 and have completed six months of employment during which they worked at least 500 hours are eligible to participate.

The 401(k) Plan provides for employee before-tax contributions and employee Roth after-tax contributions, discretionary employer matching contributions, and discretionary employer profit-sharing contributions.  Participants may elect to defer a percentage of their compensation each year instead of receiving that amount in cash, in an amount up to 75% of their compensation to the 401(k) Plan, provided that the amount deferred does not exceed $18,000 for 2017.  In addition, for participants who are age 50 or older by the end of any taxable year, the participant may elect to defer additional amounts (called “catch-up contributions”) to the 401(k) Plan.  The “catch-up contributions” may be made regardless of any other limitations on the amount that a participant may defer to the 401(k) Plan.  The maximum “catch-up contribution” that a participant can make in 2017 is $6,000.  For these purposes, “compensation” includes total compensation (including salary reduction contributions made under the 401(k) Plan or the flexible benefits plan sponsored by Equitable Bank), but does not include compensation in excess of $270,000 for 2017.  Employer matching contributions are made by Equitable Bank at the discretion of, and determined by, the Board of Directors.  Presently,

Equitable Bank makes matching contributions equal to 100% of the first 1%  and 50% of the next 5% of compensation contributed to the 401(k) Plan by an employee through salary deferrals.  Annual profit-sharing contributions are made by Equitable Bank at the discretion of, and determined by, the Board of Directors.  All employee contributions and earnings thereon are fully and immediately vested.  All employer matching profit-sharing contributions vest at the rate of 100% after two years of service with Equitable Bank.  Participants also will vest in employer profit-sharing contributions when they reach the normal retirement age of 65 or later, or upon death or disability regardless of years of service.

401(k) Plan benefits will be paid to each participant in a lump sum.  For the plan year ended December 31, 2016, the Company made a contribution in the amount of $116,577 to the 401(k) Plan.    

Employee Stock Ownership Plan.  Equitable Bank maintains an Employee Stock Ownership Plan (“ESOP”).  Employees who are at least 21 years old with at least three months of employment with Equitable Bank during which they have worked at least 1,000 hours are eligible to participate.  The ESOP borrowed funds from Old Equitable and used those funds to purchase shares of common stock for the plan.  Collateral for the loan is the common stock purchased by the ESOP.  The common stock that was purchased with the loan is held in a suspense account and allocated to participants’ accounts in the ESOP as the loan is repaid. Equitable Bank makes annual contributions to the ESOP which are used by the ESOP to repay the loan from Old Equitable.

Benefits under the ESOP become vested in an ESOP participant at the rate of 20% per year, starting upon an employee’s completion of one year of credited service, and will be fully vested upon completion of five years of credited service.  Participants’ interest in their account under the ESOP will also fully vest in the event of termination of service due to their normal retirement, death, disability or upon a change in control (as defined in the plan).  Vested benefits will be payable generally upon the participants’ termination of employment with Equitable Bank, and will be paid in the form of common stock, or to the extent participants’ accounts contain cash, benefits will be paid in cash.  However, participants have the right to elect to receive their benefits entirely in the form of cash or common stock, or a combination of both.

Transactions With Certain Related Persons

The Sarbanes-Oxley Act of 2002 generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from such prohibition for loans made by federally insured financial institutions, such as Equitable Bank, to their executive officers and directors in compliance with federal banking regulations. Federal law requires that all loans or extensions of credit to executive officers and directors must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. Federal regulations adopted under this law permit executive officers and directors to receive the same terms that are widely available to other employees as long as the director or executive officer is not given preferential treatment compared to the other participating employees. Loans to directors and executive officers must be approved by the disinterested members of the Board of Directors regardless of amounts.

As of June 30, 2017, loans and drawn open lines of credit to executive officers, directors, and their associates totaled approximately $5,736,000.  All of the loans to related persons (as defined under SEC rules) were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with other persons not related to Equitable Bank, and did not involve more than the normal risk of collectability or present other unfavorable features.

Equity Compensation Plan Information

The following table provides information as of June 30, 2017, regarding shares outstanding and available for issuance under the Company’s 2016 Equity Incentive Plan. 

PROPOSAL II— RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has approved the appointment of BKD, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2018. The Board of Directors is submitting the selection of BKD, LLP as our independent registered public accounting firm to the stockholders for ratification as a matter of good corporate practice. If the ratification of the appointment of BKD, LLP is not approved by a majority of the votes cast and entitled to vote at the annual meeting, other independent registered public accounting firms may be considered by the Audit Committee of the Board of Directors. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change is in the best interests of the Company and its stockholders. A representative of BKD, LLP is expected to attend the Annual Meeting to respond to appropriate questions and to make a statement, if deemed appropriate. The Board of Directors recommends that stockholders vote “FOR” the ratification of the appointment of BKD, LLP as the Company’s independent registered public accounting firm.

During the past two fiscal years the aggregate fees billed for professional services rendered by BKD, LLP were as follows:

Audit Fees. Fees paid to BKD, LLP for the audit of our annual financial statements for the year ended June 30, 2017, and for the review of our quarterly reports were $132,255.  Fees paid to BKD, LLP for the audit of our annual financial statements for the year ended June 30, 2016, and for the review of our quarterly reports were $132,759 .  

Audit-Related Fees . Fees paid to BKD, LLP for audit-related services were $0   for the year ended June 30, 2017.  Fees paid to BKD, LLP for audit-related services were $0   for the year ended June 30, 2016.

Tax Fees . Aggregate fees paid to BKD, LLP for tax compliance, tax advice and tax planning were $12,700 for the year ended June 30, 2017.  Aggregate fees paid to BKD, LLP for tax compliance, tax advice and tax planning were $15,000   for the year ended June 30, 2016.

All Other Fees . Fees paid to BKD, LLP for other services were $0   for the year ended June 30, 2017.  Fees paid to BKD, LLP for other services were $0   for the year ended June 30, 2016.

The Audit Committee considered whether the provision of non-audit services was compatible with maintaining the independence of its independent registered public accounting firm. The Audit Committee concluded that performing such services in the years ended June 30, 2017, and 2016, did not affect the independent registered public accounting firm’s independence in performing their function as our independent registered public accounting firm.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of independent registered public accounting firm

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to particular services or category of services, and is generally subject to a specific budget. The Audit Committee has delegated pre-approval authority to its Chairman when expedited services are necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All of the audit-related fees, tax fees, and other fees paid in 2017 and 2016, were approved per the Audit Committee’s pre-approval policies.

notice: (i) the name and address of such stockholder as they appear on the Company’s books and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder and such beneficial owner; (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation.

The notice with respect to stockholder proposals that are not nominations for director must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on the Company’s books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

The 2018 annual meeting of stockholders is expected to be held on November 27, 2018. It is expected that advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be given to us no earlier than August 29, 2018, and no later than September 8, 2018. If notice is received before August 29, 2018, or later than September 8, 2018, it will be considered untimely, and we will not be required to present the matter at the stockholders meeting.

Nothing in this proxy statement will be deemed to require us to include in our proxy statement and proxy relating to an annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the Securities and Exchange Commission in effect at the time such proposal is received.

MISCELLANEOUS

The Board of Directors is not aware of any business to come before the Annual Meeting other than the matters described above in the Proxy Statement. However, if any matters should properly come before the Annual Meeting, it is intended that holders of the proxies will act as directed by a majority of the Board of Directors, except for matters related to the conduct of the Annual Meeting, as to which they shall act in accordance with their best judgment.

The cost of solicitation of proxies will be borne by the Company. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of common stock. In addition to solicitations by mail, directors, officers, and regular employees of Equitable Bank may solicit proxies personally or by telephone without additional compensation.

A copy of our Annual Report for the year ended June 30, 2017, will be furnished without charge to stockholders as of the Record Date upon written request to the Corporate Secretary, Equitable Financial Corp., 113 North Locust Street, Grand Island, Nebraska 68801. Additionally, all annual meeting materials can be found at http://investors.equitableonline.com.