UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| |
FORM 8-K |
| |
| CURRENT REPORT |
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
EXCHANGE ACT OF 1934 |
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| Date of Report (date of earliest event reported): April 27, 2023 |
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STOCK YARDS BANCORP, INC. |
| (Exact name of registrant as specified in its charter) |
| |
Kentucky
(State or other jurisdiction of
incorporation or organization) | 1-13661
(Commission File Number) | 61-1137529
(I.R.S. Employer
Identification No.) |
| |
1040 East Main Street, Louisville, Kentucky, 40206 |
| (Address of principal executive offices) |
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(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) | Name of each exchange on which registered |
| Common stock, no par value per share | SYBT | The NASDAQ Stock Market, LLC |
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, 2023, Stock Yards Bancorp, Inc. held its 2023 annual meeting of shareholders. As of the record date for the Annual Meeting, there were 29,287,064 shares of Common Stock outstanding and entitled to one vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 25,262,077 or 86.25% 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 2023 to serve until the next annual meeting of shareholders in 2024. All nominees were elected. The results were as follows: |
| | | Votes For | | | Votes Against | | | Abstain | | | Broker Non- Votes | |
| | | | | | | | | | | | | | | | | |
| Shannon B. Arvin | | | 18,960,134 | | | | 2,230,047 | | | | 154,029 | | | | 3,917,867 | |
| Paul J. Bickel III | | | 21,049,626 | | | | 137,157 | | | | 157,427 | | | | 3,917,867 | |
| Allison J. Donovan | | | 20,959,721 | | | | 207,688 | | | | 176,801 | | | | 3,917,867 | |
| David P. Heintzman | | | 12,319,834 | | | | 8,856,948 | | | | 167,428 | | | | 3,917,867 | |
| Carl G. Herde | | | 18,684,460 | | | | 2,488,398 | | | | 171,352 | | | | 3,917,867 | |
| James A. Hillebrand | | | 20,828,121 | | | | 359,787 | | | | 156,302 | | | | 3,917,867 | |
| Richard A. Lechleiter | | | 20,688,693 | | | | 499,223 | | | | 156,294 | | | | 3,917,867 | |
| Philip S. Poindexter | | | 20,933,595 | | | | 245,184 | | | | 165,431 | | | | 3,917,867 | |
| Stephen M. Priebe | | | 18,907,405 | | | | 2,240,156 | | | | 196,649 | | | | 3,917,867 | |
| Edwin S. Saunier | | | 21,009,346 | | | | 129,522 | | | | 205,342 | | | | 3,917,867 | |
| John L. Schutte | | | 21,052,906 | | | | 83,613 | | | | 207,691 | | | | 3,917,867 | |
| Kathy C. Thompson | | | 20,461,422 | | | | 706,339 | | | | 176,449 | | | | 3,917,867 | |
| Laura L. Wells | | | 20,687,943 | | | | 369,834 | | | | 286,433 | | | | 3,917,867 | |
| 2. | Ratification of FORVIS, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023: |
| For | | | 25,139,117 | |
| Against | | | 34,688 | |
| Abstain | | | 88,272 | |
| Broker Non-Votes | | | - | |
| 3. | Proposal to approve a non-binding resolution to approve the compensation of the Company’s named executive officers. |
| For | | | 20,546,376 | |
| Against | | | 599,060 | |
| Abstain | | | 198,774 | |
| Broker Non-Votes | | | 3,917,867 | |
| 4. | Advisory vote on the frequency of future advisory votes approving the compensation of Stock Yards Bancorp’s named executive officers. |
| One year | | | 19,889,102 | |
| Two years | | | 154,551 | |
| Three years | | | 1,081,522 | |
| Abstain | | | 219,035 | |
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
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| D. | Exhibits |
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| | 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 2, 2023 | STOCK YARDS BANCORP, INC. | |
| | | |
| | By: | /s/ T. Clay Stinnett | |
| | | T. Clay Stinnett, Executive Vice
President, Treasurer and Chief
Financial Officer | |
