UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 23, 2018
PORTER BANCORP, INC.
(Exact Name of Registrant as specified in Charter)
Kentucky | 001-33033 | 61-1142247 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2500 Eastpoint Parkway, Louisville, Kentucky | 40223 |
(Address of principal executive offices) | (Zip code) |
(502) 499-4800
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
| Emerging growth company | [ ] |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | [ ] |
Item 1.01. Entry into a Material Definitive Agreement.
Item 3.03. Material Modification to Rights of Security Holders.
On May 23, 2018, Porter Bancorp, Inc. (the “Company”) entered into Amendment No. 2 to the Tax Benefit Preservation Plan (the “Tax Preservation Plan”) between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. The Tax Preservation Plan is designed to preserve the benefits of the Company’s substantial tax assets and is intended to deter the acquisition of 5% or more of the common shares and non-voting common shares of the Company which could cause an ownership change under Section 382 of the Internal Revenue Code of 1986, as amended. The Tax Preservation Plan was originally entered into on June 25, 2015, was amended by Amendment No. 1 dated August 5, 2015, and was scheduled to expire at the close of business on June 29, 2018. Amendment No. 2 to the Tax Preservation Plan, which was approved by the Company’s Board of Directors, extends the final expiration date of the Tax Preservation Plan to June 30, 2021.
The original Tax Preservation Plan is described in and included as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 29, 2015. Amendment No. 1 to the Tax Preservation Plan is described in and included as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed August 5, 2015. Amendment No. 2 to the Tax Preservation Plan is filed as Exhibit 4 hereto and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As reported in Item 5.07 below, on May 23, 2018, the Company’s shareholders approved two amendments to its articles of incorporation. A proposal for each of these amendments was disclosed in the proxy statement filed by the Company on Schedule 14A on April 13, 2018.
The shareholders approved an amendment to Article VIII of the Company’s Articles of Incorporation to extend certain restrictions on share transfers designed to protect the long-term value of accumulated tax benefits to help protect the long-term value to the Company of its operating losses and other tax benefits (collectively, “NOLs”). The amendment extended the outside expiration date of these restrictions until May 23, 2021. This amendment became effective on May 23, 2018 when Articles of Amendment to the Company’s Articles of Incorporation were filed with the Kentucky Secretary of State.
The shareholders also approved an amendment to Article I of the Company’s Articles of Incorporation to change the Company’s name from Porter Bancorp, Inc. to Limestone Bancorp, Inc. This amendment has not yet become effective.
Item 5.07. Submission of Matters to a Vote of Securities Holders.
On May 23, 2018, Porter Bancorp, Inc. held its 2018 annual meeting of shareholders. At the meeting, shareholders elected seven directors, approved a non-binding advisory vote on the compensation of the Company’s executives, approved an amendment to the Articles of Incorporation to change the Company’s name to Limestone Bancorp, Inc., approved an amendment to the Articles of Incorporation to extend certain restrictions on share transfers designed to protect the long-term value of accumulated tax benefits, approved the 2018 Omnibus Equity Compensation Plan, and approved a proposal to ratify the appointment of the Company’s independent registered public accounting firm.
The votes cast on the six agenda items are set forth below:
| 1. Election of Directors. |
| |
Director | For | Withheld | Broker non-votes |
| | | |
| W. Glenn Hogan | 3,871,069 | 249,098 | 1,526,552 |
| Michael T. Levy | 3,866,414 | 253,753 | 1,526,552 |
| James M. Parsons | 3,870,965 | 249,202 | 1,526,552 |
| Bradford T. Ray | 3,861,884 | 258,283 | 1,526,552 |
| Dr. Edmond J. Seifried | 3,755,688 | 364,479 | 1,526,552 |
| John T. Taylor | 3,870,348 | 249,819 | 1,526,552 |
| W. Kirk Wycoff | 3,854,243 | 265,924 | 1,526,552 |
| 2. Proposal to approve, in a non-binding advisory vote, the compensation of the Company’s executives. |
| |
For | Against | Abstain | Broker non-votes |
| 4,106,748 | 5,639 | 7,780 | 1,526,552 |
| | | |
3. Proposal to amend the Articles of Incorporation to change the Company’s name to Limestone Bancorp, Inc. |
| |
For | Against | Abstain | Broker non-votes |
| 5,627,382 | 3,479 | 10,151 | 5,707 |
| | | |
| 4. Proposal to amend the Articles of Incorporation to extend certain restrictions on transfer designed to protect the long-term value of the Company’s accumulated tax benefits. |
| |
For | Against | Abstain | Broker non-votes |
| 4,023,277 | 94,368 | 2,522 | 1,526,552 |
| | | |
5. Proposal to approve the 2018 Omnibus Equity Compensation Plan |
| |
For | Against | Abstain | Broker non-votes |
| 4,013,347 | 103,457 | 3,363 | 1,526,552 |
6. Proposal to ratify the appointment of the Company’s independent registered public accounting firm. |
| |
For | Against | Abstain | Broker non-votes |
| 5,635,508 | 1,220 | 9,991 | - |
No other proposals were voted upon at the annual meeting.
On May 23, 2018, Porter Bancorp issued a press release announcing the results of six items submitted to a vote of its shareholders at the Company’s 2018 annual meeting held earlier that day.�� A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | PORTER BANCORP, INC. |
| | |
| Date: | May 23, 2018 | By | /s/ Phillip W. Barnhouse |
| | | Chief Financial Officer |
5
