Table of Contents 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 (Amendment No. ) Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 NORTHEAST BANCORP (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents October 24, 2011 Dear Northeast Bancorp Shareholders: You are cordially invited to attend the 2011 annual meeting of shareholders of Northeast Bancorp. The annual meeting will be held on Friday, November 18, 2011 at 10:00 a.m., Eastern Time, at the offices of Goodwin Procter LLP located at Exchange Place, 53 State Street, Boston, Massachusetts 02109. The proxy statement, with the accompanying formal notice of the meeting, describes the matters expected to be acted upon at the meeting. We urge you to review these materials carefully and to use this opportunity to take part in the affairs of Northeast Bancorp by voting on the matters described in the proxy statement. Following the formal portion of the meeting, we will report on the operations of our company and our directors and management team will be available to answer appropriate questions from shareholders. Your vote is important. We hope that you will be able to attend the meeting. Whether or not you plan to attend the meeting, please vote as soon as possible. Instructions on how to vote are contained in the proxy statement. Thank you for your continued support of Northeast Bancorp. Sincerely, Richard Wayne President and Chief Executive Officer Table of Contents NORTHEAST BANCORP 500 Canal Street Lewiston, Maine 04240 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 18, 2011 The 2011 annual meeting of shareholders of Northeast Bancorp will be held on Friday, November 18, 2011 at 10:00 a.m., Eastern Time, at the offices of Goodwin Procter LLP located at Exchange Place, 53 State Street, Boston, Massachusetts 02109, for the following purposes: 1. To elect the three nominees named in the proxy statement as Class I directors, each to serve for a three-year term and until their respective successors are duly elected and qualified. 2. To hold an advisory, non-binding vote on named executive officer compensation. 3. To ratify the appointment of Shatswell, MacLeod & Company, P.C. as our independent registered public accounting firm for the fiscal year ending June 30, 2012. 4. To consider and act upon any other matters that are properly brought before the annual meeting and at any adjournments or postponements thereof. You may vote if you were a holder of shares of voting common stock of record as of the close of business on October 17, 2011. If you do not plan to attend the meeting and vote your shares of voting common stock in person, we urge you to vote your shares as instructed in the proxy statement. Please complete, date, sign and return the accompanying proxy card, or submit your proxy electronically via the Internet or telephone. If your shares of voting common stock are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares of voting common stock voted. Any proxy may be revoked at any time prior to its exercise at the annual meeting. By Order of the Board of Directors Suzanne M. Carney Clerk October 24, 2011 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on November 18, 2011 The proxy statement and annual report to shareholders are available at http://cfpproxy.com/6899. Table of Contents PROXY STATEMENT TABLE OF CONTENTS QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 1 What is the purpose of the annual meeting? 1 Who is entitled to vote? 1 May I attend the meeting? 1 What constitutes a quorum? 2 How do I vote? 2 Will other matters be voted on at the annual meeting? 2 May I revoke my proxy instructions? 3 What is householding? 3 How can I access Northeast’ proxy materials electronically? 3 THE MERGER 4 CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS 5 The Board of Directors 5 Corporate Governance Guidelines 5 Director Qualifications and Independence 5 Executive Sessions of the Board 5 Board Attendance and Annual Meeting Policy 6 Board Leadership 6 Board Committee Membership and Meetings 6 Risk Oversight 8 Consideration of Director Nominees 8 Communications with Directors 9 Code of Ethics 10 PROPOSAL 1: ELECTION OF DIRECTORS 11 Introduction 11 Vote Required 11 Recommendation 11 Information Regarding the Nominees, Other Directors and Executive Officers 11 TARP-Related Actions 16 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 18 Section 16(a) Beneficial Ownership Reporting Compliance 20 COMPENSATION DISCUSSION AND ANALYSIS 21 Introduction 21 Compensation Program Objectives 22 Total Compensation Market Benchmarking and Peer Group 22 Role of Compensation Committee, Outside Advisors and Management in Compensation Decisions 22 Principles for Setting Compensation Levels 23 Elements of Executive Compensation 23 COMPENSATION COMMITTEE REPORT 28 COMPENSATION OF EXECUTIVE OFFICERS 29 Summary Compensation Table 29 Outstanding Equity Awards at June 30, 2011 30 COMPENSATION OF DIRECTORS 31 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 33 Table of Contents PROPOSAL 2: ADVISORY, NON-BINDING VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 34 Vote Required 34 Recommendation 34 PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 35 Fees 35 Auditor Fees Policy 35 Vote Required 36 Recommendation 36 AUDIT COMMITTEE REPORT 37 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 38 OTHER MATTERS 39 Expenses of Solicitation 39 Shareholder Proposals for 2012 Annual Meeting 39 WHERE YOU CAN FIND MORE INFORMATION 39 Table of Contents October 24, 2011 NORTHEAST BANCORP 500 Canal Street Lewiston, Maine PROXY STATEMENT This proxy statement is being mailed to shareholders of Northeast Bancorp on or about October 24, 2011, and is furnished in connection with the solicitation of proxies by the Board of Directors of Northeast Bancorp for use at the 2011 annual meeting of shareholders of Northeast Bancorp to be held on Friday, November 18, 2011 at 10:00 a.m., Eastern Time, at the offices of Goodwin Procter LLP located at Exchange Place, 53 State Street, Boston, Massachusetts 02109, and at any adjournments or postponements thereof. In this proxy statement, the terms “Northeast,” “the company,” “we,” “our” and “us” refer to Northeast Bancorp and its subsidiaries. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING What is the purpose of the annual meeting? At the annual meeting, holders of shares of voting common stock of Northeast (“Voting Shareholders”) will be asked to vote upon the matters set forth in the accompanying notice of annual meeting, including the election of directors, an advisory, non-binding resolution on named executive officer compensation and the ratification of the appointment of our independent registered public accounting firm. Who is entitled to vote? If you were a shareholder of record as of the close of business on October 17, 2011, the record date, you are entitled to receive notice of the annual meeting and to vote the shares of voting common stock that you held as of the close of business on the record date, if any. Each Voting Shareholder is entitled to one vote for each share of voting common stock held by such Voting Shareholder on the record date. May I attend the meeting? All shareholders of record at the close of business on the record date, or their designated proxies, are authorized to attend the annual meeting. Each shareholder of record and proxy will be asked to present a valid government-issued photo identification, such as a driver’s license or passport, before being admitted. If you are not a shareholder of record but you hold your shares in “street name,” you should provide proof of beneficial ownership as of the record date, such as an account statement reflecting your stock ownership as of the record date, a copy of the voting instruction card provided by your broker, bank or other nominee, or other similar evidence of ownership. We reserve the right to determine the validity of any purported proof of beneficial ownership. If you do not have proof of ownership, you may not be admitted to the annual meeting. Cameras, recording devices and other electronic devices will not be permitted, and attendees may be subject to security inspections and other security precautions.