HVBC 2018 Proxy Statement

3 (9) Includes 8,627 shares held in Mr. Hutt’s 401(k) account, 545 shares allocated to Mr. Hutt’s ESOP account and 5,000 shares that have been pledged as security for a loan. Quorum The presence in person or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Special Meeting. Abstentions and broker non-votes will be counted for purposes of determining that a quorum is present. Limitations on Voting In accordance with the provisions of our Articles of Incorporation, record holders of common stock who beneficially own in excess of 10% of the outstanding shares of our common stock are not entitled to vote any shares held in excess of such limit. Method of Counting Votes As to the approval of the HV Bancorp, Inc. 2018 Equity Incentive Plan, a stockholder may: (i) vote FOR the approval; (ii) vote AGAINST the approval; or (iii) ABSTAIN from voting on such matter. The affirmative vote of a majority of the votes cast at the Special Meeting, without regard to either broker non-votes or abstentions, is required for the approval of this matter. Participants in the ESOP and 401(k) Plan Participants in the Huntingdon Valley Bank Employee Stock Ownership Plan (the “ESOP”) will each receive a Vote Instruction Form that reflects all shares that the participant may direct the trustee to vote on his or her behalf under the plan. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of HV Bancorp, Inc. common stock allocated to his or her account. The ESOP trustee will vote all unallocated shares of HV Bancorp, Inc. common stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions. In addition, participants in the Huntingdon Valley Bank Employees Savings Plan (“401(k) Plan”) with an interest in the HV Bancorp, Inc. Stock Fund (“Stock Fund”) will receive a Vote Instruction Form that allows them to direct the 401(k) Plan trustee to vote their interest in the Stock Fund. If a participant does not direct the 401(k) Plan trustee how to vote his or her interest in the Stock Fund, the trustee will vote such interest in the same proportion as it has received voting instructions from other 401(k) Plan participants. The deadline for returning your ESOP Vote Instruction Form and/or 401(k) Vote Instruction Form is June 10, 2018 at 11:59 p.m. local time. PROPOSAL — APPROVAL OF THE HV BANCORP, INC. 2018 EQUITY INCENTIVE PLAN The Board of Directors has adopted, subject to stockholder approval, the HV Bancorp, Inc. 2018 Equity Incentive Plan (the “2018 Equity Incentive Plan”), to provide officers, employees and directors of HV Bancorp, Inc. and Huntingdon Valley Bank with additional incentives to promote the growth and performance of HV Bancorp, Inc. and Huntingdon Valley Bank. The Board of Directors and the Compensation Committee believe that the adoption of the 2018 Equity Incentive Plan is in the best interests of HV Bancorp, Inc. and its stockholders as such plan will provide Huntingdon Valley Bank with the ability to retain and reward and, to the extent necessary, attract and incentivize its employees, officers, directors and other service providers to promote growth, improve performance and further align their interests with those of HV Bancorp, Inc.’s stockholders through the ownership of additional common stock of HV Bancorp, Inc. Why We Are Seeking Approval of the 2018 Equity Incentive Plan Many companies that we compete with for directors and management-level employees are public companies that offer equity compensation as part of their overall director and officer compensation programs. By approving the 2018 Equity Incentive Plan, our stockholders will give us the flexibility we need to continue to attract