SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x        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
x		Definitive Additional Materials
¨		Soliciting Material Pursuant to § 240.14a-12
First Capital, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x		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:         N/A
		(2)		Aggregate number of securities to which transactions applies:         N/A
		(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):         N/A
		(4)		Proposed maximum aggregate value of transaction:         N/A
		(5)		Total fee paid:
				N/A
¨		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:         N/A
		(2)		Form, Schedule or Registration Statement No.:         N/A
		(3)		Filing Party:         N/A
		(4)		Date Filed:         N/A

 

 

 

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FIRST CAPITAL, INC.

220 Federal Drive, N.W.

Corydon, Indiana 47112

(812) 738-2198

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 18, 2011

[Shareholder Name

Address

City, State Zip Code]

As part of our efforts to cut unnecessary expenses and conserve the environment, First Capital, Inc. has elected to provide Internet access to the proxy statement for our 2011 annual meeting of shareholders and our 2010 annual report to shareholders, rather than mailing paper copies of the materials. This reduces postage and printing expenses and paper waste. The proxy statement and annual report are available at:

http://www.cfpproxy.com/4684

The annual meeting of shareholders will be held at First Harrison Bank’s main office, 220 Federal Drive, N.W., Corydon, Indiana, on Wednesday, May 18, 2011, at 12:00 noon, local time. The matters to be acted on are:

 

1.

The election of three directors to serve for a term of three years;

 

2.

The ratification of the selection of Monroe Shine & Co., Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2011; and

 

3.

The transaction of such other business as may properly come before the meeting and any adjournment or postponement of the meeting.

The Board of Directors of First Capital, Inc. recommends voting “FOR” the above proposals. To vote, you must have been a shareholder at the close of business on March 31, 2011.

You may vote on-line, by phone, by mail or in person. If you wish to vote on-line or by phone, you will need your Shareholder Control Number which can be found in the bottom right hand corner of this notice and the web address and/or toll-free phone number, both of which are included on the enclosed proxy card. No other personal information will be required in order to vote online or by telephone. If you wish to vote by mail, simply cast your vote on the enclosed proxy card and sign, date and return it in the accompanying business reply envelope. If you wish to vote in person at the annual meeting, simply check the box on the proxy card indicating that you plan to attend the annual meeting. We ask that you cast your vote promptly. Thank you for your continued support!

This communication presents only an overview of the complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper copy of the proxy materials, you can request one at any time. There is no charge to you for requesting a copy. Please make your request for a copy of the documents by May 4, 2011 to ensure delivery before the shareholder meeting.

To request a paper copy of these items, you will need your Shareholder Control Number that can be found in the lower right hand corner of this letter. Then, either:

 

•

Call our toll-free number, (800) 951-2405; or

 

•

Visit our website at http://www.cfpproxy.com/4684; or

 

•

Send us an email at fulfillment@rtco.com and enter the Shareholder Control Number when prompted or, if you send us an email, enter it in the subject line.

Shareholder Control Number:     

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REVOCABLE PROXY

FIRST CAPITAL, INC.

ANNUAL MEETING OF SHAREHOLDERS May 18, 2011 12:00 Noon, Local Time

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 18, 2011

The Proxy Statement for the 2011 Annual Meeting of Shareholders is available at http://cfpproxy.com/4684. Also available on this website is the Company’s 2010 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, including the Company’s audited consolidated financial statements.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints J. Gordon Pendleton and Samuel E. Uhl, each with full power of substitution, to act as proxy for the undersigned, and to vote all shares of common stock of First Capital, Inc. (“First Capital”) owned of record by the undersigned at the Annual Meeting of Shareholders, to be held on May 18, 2011, at 12:00 noon, local time, at 220 Federal Drive, N.W., Corydon, Indiana, and at any and all adjournments and postponements of the meeting, as designated below with respect to the matters set forth below and described in the Proxy Statement for the 2011 Annual Meeting of Shareholders and, in their discretion, for the election of a person to the Board of Directors if any nominee named below becomes unable to serve or for good cause will not serve and with respect to any other business that may properly come before the meeting. Any prior proxies or voting instructions are hereby revoked.

PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR VOTING INSTRUCTIONS VIA

THE INTERNET OR BY TELEPHONE.

(Continued, and to be marked, dated and signed, on the other side)

FOLD AND DETACH HERE

FIRST CAPITAL, INC. — ANNUAL MEETING, MAY 18, 2011

YOUR VOTE IS IMPORTANT!

Annual Meeting Materials are available on-line at: http://www.cfpproxy.com/4684 You can vote in one of three ways:

1. Call toll free 1-866-361-3806 on a Touch-Tone Phone. There is NO CHARGE to you for this call.

or

2. Via the Internet at https://www.proxyvotenow.com/fcap and follow the instructions.

or

3. Mark, sign and date your proxy card and return it promptly in the enclosed envelope.

PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

4684

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REVOCABLE PROXY

PLEASE MARK VOTES FIRST CAPITAL, INC. Annual Meeting of Shareholders

X AS IN THIS EXAMPLE May 18, 2011

With- For All For Against Abstain

For hold Except

1. The election as directors of all nominees listed 2. The ratification of the appointment of Monroe Shine &

(except as marked to the contrary below). Co., Inc. as the independent registered public accounting

firm for First Capital for the fiscal year ending December 31, 2011.

Nominees: THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

(01) William W. Harrod (02) Dennis L. Huber EACH OF THE LISTED NOMINEES AND PROPOSALS.

(03) Gerald L. Uhl

If properly signed and dated, this revocable proxy will be voted as directed, but if

INSTRUCTION: To withhold authority to vote for any nominee(s), mark no instructions are specified, this proxy will be voted “FOR” each of the proposals

“For All Except” and write that nominee(s’) name(s) or number(s) in the listed only if properly signed and dated. If any other business is presented at the

space provided below. Annual Meeting, including whether or not to adjourn the Annual Meeting, this proxy

will be voted by the proxies in their best judgment. At the present time, the Board of

Directors knows of no other business to be presented at the Annual Meeting. This

proxy also confers discretionary authority on the Board of Directors to vote (1) with

respect to the election of any person as Director, where the nominees are unable to

serve or for good cause will not serve and (2) matters incident to the conduct of the

meeting.

The above signed acknowledges receipt from First Capital, before the execution

of this proxy, of a Notice of Internet Availability of Proxy Materials and that the above

signed has reviewed First Capital’s Proxy Statement for the Annual Meeting of

Shareholders and Annual Report on Form 10-K.

Please sign exactly as your name appears on this card. When signing as attorney,

executor, administrator, trustee or guardian, please give your full title. If shares are

Please be sure to date and sign Date held jointly, each holder may sign but only one signature is required.

this proxy card in the box below.

Sign above Co-holder (if any) sign above

IF YOU WISH TO PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR INTERNET, PLEASE READ THE INSTRUCTIONS BELOW

FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL

PROXY VOTING INSTRUCTIONS

Stockholders of record have three ways to vote:

1. By Mail; or

2. By Telephone (using a Touch-Tone Phone); or

3. By Internet.

A telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the above proxy card. Please note telephone and Internet votes must be cast before 3:00 a.m. EDT, May 18, 2011. It is not necessary to return the above proxy card if you vote by telephone or Internet.

Vote by Telephone

Call Toll-Free on a Touch-Tone Phone anytime prior to 3:00 a.m. EDT, May 18, 2011:

1-866-361-3806

Vote by Internet

anytime prior to

3:00 a.m. EDT, May 18, 2011:

https://www.proxyvotenow.com/fcap

Please note that the last valid vote received, whether by telephone, Internet or by mail, will be the vote counted.

ON-LINE ANNUAL MEETING MATERIALS: http://www.cfpproxy.com/4684

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY CARD IN THE ENVELOPE PROVIDED.

Your vote is important!