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): February 20, 2007
S.Y. BANCORP, INC.
(Exact name of registrant as specified in its charter)
Kentucky 1-13661 61-1137529
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICES; ELECTION OF DIRECTORS:
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On February 20, 2006, S.Y. Bancorp, Inc. (the "Company") adopted a restricted
stock program under the terms of the Company's 2005 Incentive Stock Plan. The
new program provides for awards of restricted stock to the chief executive
officer and executive vice presidents based on the Company's attainment of
return on average assets and return on average equity targets above the 90th
percentile of the three-year average ROAA and ROAE of a group of peer financial
institutions. The terms of the restricted stock program are attached as an
exhibit to this report.
In addition, the Board of Directors also awarded a total of 1,975 shares of
restricted stock to these officers, based on the same criteria and terms as
grants under the new stock restricted plan and based on the Company's attainment
of the ROAA target, but not the ROAE target, relative to peer financial
institutions in 2006. The officers receiving restricted stock grants were: David
Heintzman (881 shares); Kathy Thompson (257 shares); Sam Smith (165 shares);
Greg Hoeck (168 shares); Ja Hillebrand (168 shares); Phil Poindexter (168
shares); and Nancy Davis (168 shares).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
D. Exhibits
10.1 Terms of Restricted Stock Program.
10.2 Form of Restricted Stock Agreement
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: February 26, 2007 S.Y. BANCORP, INC.
By: /s/ Nancy B. Davis
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Nancy B. Davis, Executive Vice
President, Treasurer and Chief
Financial Officer