Stock Yards Bancorp Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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Washington, D.C. 20549

 

 

CURRENT REPORT

 

 

Date of Report (date of earliest event reported): April 25, 2024

 

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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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As discussed in Item 5.07 below, at the 2024 annual meeting of shareholders held on April 25, 2024, shareholders of Stock Yards Bancorp, Inc. (the “Company”) approved the Amended and Restated Stock Yards Bancorp, Inc. Omnibus Equity Compensation Plan (the “Amended and Restated Plan”).  The Amended and Restated Plan increased the number of shares of the Company’s Common Stock reserved and available for issuance under the Amended and Restated Plan by 1,000,000 shares. The Amended and Restated Plan also modified various terms and features of the plan to clarify existing provisions, better align the plan with current market practices and add certain features intended to benefit shareholders as follows:

 

 

A summary of the material terms of the Amended and Restated Plan appears on pages 29 to 33 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 14, 2024 (the “Proxy Statement”), and is incorporated herein by reference. That summary and the foregoing description do not purport to be complete and are qualified in their entirety by reference to the actual text of the Amended and Restated Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this report by reference.

 

 

Item 5.07    Submission of Matters to a Vote of Security Holders.

 

On April 25, 2024, the Company held its 2024 annual meeting of shareholders (the “Annual Meeting”). Shareholders were requested to consider and vote upon four proposals, each of which is more fully described in the Proxy Statement. As of the record date for the Annual Meeting, there were 29,366,737 shares of Common Stock outstanding and entitled to one vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 24,678,810 or 84.03% of the outstanding common shares entitled to vote were represented in person or by proxy. Those shares were voted as set forth below.

 

 

 

 

 

 

 

 

 

 

 

 

(d)  Exhibits

 

 

 

 

 

 

 

 

 

 

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 hereunto duly authorized.