2011 Proxy Statement

FIRST NATIONAL BANK OF THE GULF COAST 3560 Kraft Road Naples, Florida 34105 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held May 9, 2011 The Annual Meeting of Shareholders of First National Bank of the Gulf Coast (the ―Bank‖) will be held at 6:00 p.m. on Monday, May 9, 2011, at The Ritz-Carlton Golf Resort, 2600 Tiburon Drive, Naples, Florida 34109 for the following purposes: (1) to elect nine Class II directors to hold office until the 2014 Annual Meeting of Shareholders, and until their successors are elected and qualified; (2) to elect one Class I director to hold office until the 2013 Annual Meeting of Shareholders, and until his successor is elected and qualified; (3) to elect one Class III director to hold office until the 2012 Annual Meeting of Shareholders, and until his successor is elected and qualified; (4) to ratify the appointment of McGladrey & Pullen, LLP as the Bank’s independent registered public accounting firm for the year ending December 31, 2011; and (5) to transact such other business as may properly come before the meeting or any adjournments or postponements thereof. Only shareholders of record at the close of business on April 18, 2011 will be entitled to notice of and to vote at the annual meeting or any adjournments or postponements thereof. A proxy statement and a proxy card solicited by the Board of Directors are enclosed herewith. Please sign, date and return the proxy card promptly. If you attend the annual meeting, you may, if you wish, withdraw your proxy and vote in person. By Order of the Board of Directors, Gary L. Tice Chairman of the Board Naples, Florida April 22, 2011 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON MAY 9, 2011 The proxy statement and the 2010 annual report to shareholders are available at our website: www.fnbofgc.com/go/about-fnb 1 Your vote is important. Whether or not you plan to attend the annual meeting in person, you are urged to complete, sign, date and promptly mail the enclosed proxy in the accompanying postage paid envelope. In order to expedite the voting process, we encourage you to vote online at the web address listed above. If you attend the annual meeting, you may revoke the proxy and vote your shares in person. 2 FIRST NATIONAL BANK OF THE GULF COAST 3560 Kraft Road Naples, Florida 34105 ANNUAL MEETING OF SHAREHOLDERS May 9, 2011 __________________________ PROXY STATEMENT __________________________ This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of First National Bank of the Gulf Coast (the ―Bank‖) for use in voting at the Annual Meeting of Shareholders to be held at 6:00 p.m. on Monday, May 9, 2011, at The Ritz-Carlton Golf Resort, 2600 Tiburon Drive, Naples, Florida 34109, and at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying proxy are first being mailed to shareholders on or about April 22, 2011. The address of the principal executive offices of the Bank is 3560 Kraft Road, Naples, Florida 34105. All references in this Proxy Statement to ―we,‖ ―us‖ or ―our‖ refer to the Bank. VOTING Voting and the Revocability of Proxies When proxy cards are properly executed, dated and returned, the shares they represent will be voted at the annual meeting in accordance with the instructions of the shareholders. If no specific instructions are given, the shares will be voted FOR the election of the nominees for director set forth herein, and FOR the ratification of the appointment of McGladrey & Pullen, LLP as the Bank’s independent registered public accounting firm for fiscal year 2011. In addition, if other matters come before the annual meeting, the persons named in the proxy card will vote in accordance with their best judgment with respect to such matters. If you hold your shares in a bank or brokerage account and do not provide voting instructions on a “non-routine” proposal, such as the election of directors, within ten days of the annual meeting, the bank or broker may not vote your shares on such proposal. Any proxy given pursuant to this solicitation may be revoked by any shareholder who attends the annual meeting and gives oral notice of his or her election to vote in person, without compliance with any other formalities. In addition, any proxy given pursuant to this solicitation may be revoked prior to the annual meeting by delivering to the Secretary of the Bank an instrument revoking it or a duly executed proxy for the same shares bearing a later date. Quorum; Required Vote; Abstentions and Broker Non-Votes The presence at the annual meeting of the holders of a majority of the outstanding shares of the Bank’s common stock as of the record date is necessary to constitute a quorum. Shareholders will be counted as present at the annual meeting if they are present in person at the annual meeting or if they have properly submitted a proxy card. The affirmative vote of a plurality of all votes cast at the annual meeting by the holders of the common stock is required for the election of directors. The ratification of the appointment of McGladrey & Pullen, LLP as the Bank’s independent registered public accounting firm for fiscal year 2011 and any other business that may properly come before the annual meeting will be approved if a quorum exists and the number of votes cast in favor of such action exceeds the number of 3 votes cast against such action. Abstentions and broker non-votes will not be counted as votes either in favor of or against the matter with respect to which the abstention or broker non-vote relates. Record Date and Share Ownership The record of shareholders entitled to vote at the annual meeting was taken on April 18, 2011. On that date, the Bank had outstanding and entitled to vote 5,310,523 shares of common stock, with each share entitled to one vote. Expenses of Solicitation The expense of this solicitation, including the cost of preparing and mailing this Proxy Statement, will be paid by the Bank. In addition to solicitations by mail, officers and other employees of the Bank, at no additional compensation, may assist in soliciting proxies by telephone. ELECTION OF DIRECTORS The Board of Directors of the Bank, pursuant to the Bank’s Bylaws, has set the number of directors to serve for the next year at twenty-four (24), nine of whom are to be reelected at the annual meeting as Class II directors, one of whom is to be elected at the annual meeting as a Class I director, and one of whom is to be elected as a Class III director. The Bank’s Articles of Association provide for a classified board of directors, whereby approximately one-third of the members of the Bank’s Board of Directors are elected each year at the Bank’s annual meeting of shareholders, to serve a three-year term. The term of the Class II directors will expire at this annual meeting, and each Class II director nominee elected will serve for a term of three years and until his or her successor is elected and qualified. In addition, in connection with the closing of a private placement that is expected to occur on or about April 29, 2011, one Class I director and one Class III director will be elected by the Board of Directors to fill two vacancies. Their interim terms will expire at this annual meeting, and, if elected, they will serve for the remaining term of their respective classes and until their successors are elected and qualified. In the event that any nominee withdraws or for any reason is not able to serve as a director, your proxy will be voted for such other person as may be designated by the Board of Directors. The affirmative vote of a plurality of all votes cast at the annual meeting by the holders of the common stock is required for the election of directors. Management of the Bank has no reason to believe that any nominee will not serve if elected. PROPOSAL NO. 1: ELECTION OF CLASS II DIRECTORS The following persons have been nominated for reelection to the Board of Directors as Class II directors: James S. Lindsay, age 62, has served as one of our directors since October 2009. He has been a self-employed realtor based in Naples, Florida since 1981 and is a member of the Naples Area Board of Realtors, the National Association of Realtors and the Florida Association of Realtors. He has held various board positions with financial institutions. Mr. Lindsay was a director of Southwest Banks, Inc. from 1989 through 1997, at which time Southwest Banks was acquired by F.N.B. Corporation. Mr. Lindsay then served as a director of F.N.B. Corporation from 1997 through December 2003. At that time, Mr. Lindsay resigned from the board in connection with the spin-off of First National Bankshares of Florida, Inc. from F.N.B. Corporation. He then served on the board of First National Bankshares of Florida, Inc. and as a board member of its lead banking affiliate, First National Bank of Florida. He held 4 these positions from August 2003 through December 2004. In January 2005, he became a member of the Fifth Third Bancorp Florida affiliate board of directors, a position he held until June 2007.

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