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): April 27, 2017
STOCK YARDS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Kentucky | 1-13661 | 61-1137529 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number)
| (I.R.S. Employer Identification No.) |
1040 East Main Street, Louisville, Kentucky, 40206 |
(Address of principal executive offices) |
(502) 582-2571
(Registrant’s telephone number, including area code)
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 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2017, the Company held its 2017 annual meeting of shareholders. As of the record date for the Annual Meeting, there were 22,642,046 shares of Common Stock outstanding and entitled to one vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 19,440,053 or 85.85% of the outstanding common shares entitled to vote were represented in person or by proxy. Those shares were voted as follows:
1. The following individuals were nominated in 2017 to serve as directors until the next annual meeting of shareholders in 2018. All nominees were elected. The results were as follows:
Votes For | Votes | Abstain | Broker Non-Votes | |||||
J. McCauley Brown | 14,932,140 | 25,973 | 22,774 | 4,459,166 | ||||
Charles R. Edinger, III | 14,482,155 | 475,982 | 22,750 | 4,459,166 | ||||
David P. Heintzman | 14,718,699 | 236,615 | 25,573 | 4,459,166 | ||||
Donna L. Heitzman | 14,827,435 | 127,114 | 26,338 | 4,459,166 | ||||
Carl G. Herde | 14,850,953 | 105,119 | 24,815 | 4,459,166 | ||||
James A. Hillebrand | 14,782,151 | 176,274 | 22,462 | 4,459,166 | ||||
Richard A. Lechleiter | 14,916,728 | 37,366 | 26,793 | 4,459,166 | ||||
Richard Northern | 14,843,171 | 110,465 | 27,251 | 4,459,166 | ||||
Stephen M. Priebe | 14,872,423 | 83,767 | 24,697 | 4,459,166 | ||||
Norman Tasman | 14,522,833 | 435,113 | 22,941 | 4,459,166 | ||||
Kathy C. Thompson | 14,764,560 | 193,031 | 23,296 | 4,459,166 |
2. Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2017:
For | 19,333,831 |
Against | 69,078 |
Abstain | 37,144 |
Broker non-vote | 0 |
3. Proposal to approve a non-binding resolution to approve the compensation of the Company’s named executive officers.
For | 13,869,567 |
Against | 381,898 |
Abstain | 729,422 |
Broker non-vote | 4,459,166 |
4. Advisory vote on the frequency of future advisory votes approving the compensation of Stock Yards Bancorp’s named executive officers.
One year | 11,597,594 |
Two years | 479,331 |
Three years | 2,100,711 |
Abstain | 803,251 |
In light of the voting results from the annual meeting regarding shareholders' preference for how often the Company will hold future advisory votes on executive compensation, the Company's Board of Directors has decided that the Company will hold an annual advisory vote on the compensation of named executive officers until the next vote on the frequency of shareholder votes on such compensation. This is the same frequency as had been recommended by the Board of Directors in connection with the submission of this item for shareholder vote at the annual meeting. The Company is required to hold votes on frequency every six years.
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.
Date: | May 1, 2017 | STOCK YARDS BANCORP, INC. | ||
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| By: | /s/ Nancy B. Davis | |
Nancy B. Davis | ||||
Executive Vice President, Treasurer and | ||||
Chief Financial Officer |