Attached files
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| EX-3.1 - EXHIBIT 3.1 - Stock Yards Bancorp, Inc. | a50851040ex31.htm |
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
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Date of Report (date of earliest event reported): April 23, 2014
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STOCK YARDS BANCORP, INC.
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(Exact name of registrant as specified in its charter)
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Kentucky
(State or other jurisdiction of
incorporation or organization)
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1-13661
(Commission File Number)
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61-1137529
(I.R.S. Employer
Identification No.)
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1040 East Main Street, Louisville, Kentucky, 40206
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(Address of principal executive offices)
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(502) 582-2571
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(Registrant's telephone number, including area code)
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S.Y. BANCORP, INC.
(Former name or former address, if changed since last report)
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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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On April 23, 2014, shareholders of the Company approved the proposed amendment to the Company’s Second Amended and Restated Articles of Incorporation to change the name of the Company to Stock Yards Bancorp, Inc. The name change became effective on April 25, 2014.
A copy of the Articles of Amendment is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On April 23, 2014, the Company held its 2014 annual meeting of shareholders (the "Annual Meeting"). As of the record date there were 14,642,438 shares of Common Stock outstanding and entitled to one vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 12,570,378 or 85.8% 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 2014 to serve until the next Annual Meeting of Shareholders in 2015. All nominees were elected. The results were as follows:
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Votes For
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Votes
Withheld
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Broker
Non-Votes
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Charles R. Edinger, III
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9,735,628 | 223,236 | 2,611,514 | |||||||||
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David P. Heintzman
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9,819,315 | 139,549 | 2,611,514 | |||||||||
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Carl G. Herde
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9,948,184 | 10,680 | 2,611,514 | |||||||||
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James A. Hillebrand
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9,937,057 | 21,807 | 2,611,514 | |||||||||
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Richard A. Lechleiter
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9,947,959 | 10,905 | 2,611,514 | |||||||||
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Bruce P. Madison
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9,934,307 | 24,557 | 2,611,514 | |||||||||
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Richard Northern
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9,938,702 | 20,162 | 2,611,514 | |||||||||
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Stephen M. Priebe
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9,949,205 | 9,659 | 2,611,514 | |||||||||
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Nicholas X. Simon
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9,926,880 | 31,984 | 2,611,514 | |||||||||
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Norman Tasman
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9,933,291 | 25,573 | 2,611,514 | |||||||||
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Kathy C. Thompson
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9,937,139 | 21,725 | 2,611,514 | |||||||||
2. Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2014:
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For
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12,388,681
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Against
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33,504
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Abstain
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148,193
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Broker non-vote
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0
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3. Approving the amendment to the Company’s Second Amended and Restated Articles of Incorporation to change the name of the Company to Stock Yards Bancorp, Inc.:
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For
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12,424,021
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Against
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9,749
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Abstain
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136,608
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Broker non-vote
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0
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4. Approving a non-binding resolution to approve the compensation of the Company’s named executive officers.
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For
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9,191,797
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Against
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214,464
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Abstain
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552,601
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Broker non-vote
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2,611,516
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Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| D. | Exhibits | ||
| 3.1 | Articles of Amendment to the Second Amended and Restated Articles of Incorporation to change the name of the company to Stock Yards Bancorp, Inc. |
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.
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Date: April 25, 2014
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STOCK YARDS BANCORP, INC.
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| By: | /s/ Nancy B. Davis | ||
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Nancy B. Davis, Executive Vice
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President, Treasurer and Chief
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Financial Officer
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