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 19, 2013
(Commission File Number) 001-34214
THE BANK OF KENTUCKY FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Kentucky | 61-1256535 |
| (State of incorporation) | (I.R.S. Employer Identification Number) |
111 Lookout Farm Drive
Crestview Hills, Kentucky 41017
(Address of Registrant’s principal executive office)
(859) 371-2340
(Registrant’s telephone number)
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 (see General Instruction A.2. below):
¨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))
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On April 19, 2013, the following matters were voted upon and approved by the stockholders of The Bank of Kentucky Financial Corporation (the “Company”) at the Company’s 2013 Annual Meeting of Stockholders:
| 1. | Election of nine directors of the Company for terms expiring in 2014: |
| | | For | | | Withheld | | | Non Votes | |
| Charles M. Berger | | | 4,580,551 | | | | 269,546 | | | | 1,272,267 | |
| John S. Cain | | | 4,483,601 | | | | 366,496 | | | | 1,272,267 | |
| Harry J. Humpert | | | 4,569,604 | | | | 280,493 | | | | 1,272,267 | |
| Barry G. Kienzle | | | 4,784,857 | | | | 65,240 | | | | 1,272,267 | |
| John E. Miracle | | | 4,551,353 | | | | 298,744 | | | | 1,272,267 | |
| Mary Sue Rudicill | | | 4,548,422 | | | | 301,675 | | | | 1,272,267 | |
| Ruth M. Seligman-Doering | | | 4,798,002 | | | | 52,095 | | | | 1,272,267 | |
| Herbert H. Works | | | 4,792,273 | | | | 57,824 | | | | 1,272,267 | |
| Robert W. Zapp | | | 4,793,601 | | | | 56,496 | | | | 1,272,267 | |
| 2. | Ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2013: |
| | | For | Against | Abstain |
| | | 6,034,074 | 51,074 | 37,328 |
| 3. | Approval, on a non-binding, advisory basis, of the compensation of the Company’s executive officers: |
| | For | Against | Abstain | Non Votes |
| | 4,646,931 | 160,434 | 42,844 | 1,272,267 |
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
| | THE BANK OF KENTUCKY FINANCIAL CORPORATION |
| | | | |
| | By: | /s/ Martin J. Gerrety | |
| | Name: | Martin J. Gerrety |
| | Title: | Treasurer and Assistant Secretary |
Date: April 24, 2013
