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): January 14, 2015
(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 January 14, 2015, the following matters were voted upon and approved by the stockholders of The Bank of Kentucky Financial Corporation (“BKYF”) at a Special Meeting of Shareholders:
| | 1. | The approval of the Agreement and Plan of Merger, dated September 5, 2014, by and between BB&T Corporation and BKYF (the “Merger Agreement”): |
| | | For | Against | Abstain |
| | | 5,199,463 | 15,837 | 13,733 |
| | 2. | The approval, on an advisory basis, of certain compensation arrangements for BKYF’s named executive officers in connection with the merger contemplated by the Merger Agreement: |
| | | For | Against | Abstain |
| | | 4,809,588 | 289,655 | 129,790 |
| | 3. | The adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement: |
| | | For | Against | Abstain |
| | | 4,991,851 | 215,626 | 21,556 |
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: January 16, 2015
