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 23, 2014
 
STOCK YARDS BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Kentucky
(State or other jurisdiction of
incorporation or organization)
1-13661
(Commission File Number)
61-1137529
(I.R.S. Employer
Identification No.)
 
1040 East Main Street, Louisville, Kentucky, 40206
(Address of principal executive offices)
 
(502) 582-2571
(Registrant's telephone number, including area code)
 
S.Y. BANCORP, INC.
(Former name or former address, if changed since last report)
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
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:
 
   
Votes For
 
Votes
Withheld
 
Broker
Non-Votes
Charles R. Edinger, III
    9,735,628       223,236       2,611,514  
David P. Heintzman
    9,819,315       139,549       2,611,514  
Carl G. Herde
    9,948,184       10,680       2,611,514  
James A. Hillebrand
    9,937,057       21,807       2,611,514  
Richard A. Lechleiter
    9,947,959       10,905       2,611,514  
Bruce P. Madison
    9,934,307       24,557       2,611,514  
Richard Northern
    9,938,702       20,162       2,611,514  
Stephen M. Priebe
    9,949,205       9,659       2,611,514  
Nicholas X. Simon
    9,926,880       31,984       2,611,514  
Norman Tasman
    9,933,291       25,573       2,611,514  
Kathy C. Thompson
    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:
 
For
12,388,681
Against
33,504
Abstain
148,193
Broker non-vote
0
 
 
 
 
 
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.:
 
For
12,424,021
Against
9,749
Abstain
136,608
Broker non-vote
0
 
4.  Approving a non-binding resolution to approve the compensation of the Company’s named executive officers.
 
For
9,191,797
Against
214,464
Abstain
552,601
Broker non-vote
2,611,516
 
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.
 
Date:   April 25, 2014
STOCK YARDS BANCORP, INC.
     
 
                             
 
  By:  /s/ Nancy B. Davis  
   
Nancy B. Davis, Executive Vice
   
President, Treasurer and Chief
   
Financial Officer
Exhibit 3.1
 
ARTICLES OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
S.Y. BANCORP, INC.
 
Pursuant to the applicable provisions of the Kentucky Business Corporation Act, these Articles of Amendment to the Second Amended and Restated Articles of Incorporation of S.Y. Bancorp, Inc. (the “Corporation”) are hereby adopted and are being delivered to the Kentucky Secretary of State for filing.  The information required by KRS 271B.10-060 is as follows:
 
First :  The name of the Corporation is S.Y. Bancorp, Inc.
 
Second :  These Articles of Amendment amend and restate current Article I of the Corporation’s Second Amended and Restated Articles of Incorporation by changing the name of the Corporation.  As amended and restated, Article I shall read in its entirety as follows:
 
ARTICLE I
 
NAME
 
The name of the Corporation is Stock Yards Bancorp, Inc. (hereinafter called the “Corporation”).
 
Third :  These Articles of Amendment were duly adopted by the Corporation’s Board of Directors on February 18, 2014, and by the Corporation’s shareholders on April 23, 2014, each in the manner prescribed by the Kentucky Business Corporation Act.
 
Fourth :  The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on these Articles of Amendment, and the number of votes of each voting group indisputably represented at the meeting are as follows:
 
Designation
 
Number of
Shares Outstanding
 
Number of Votes
Entitled to be Cast
 
Number of Votes
Represented at Meeting
             
Common Stock
 
14,642,438
 
14,642,438
 
12,570,378
 
The total number of votes for these Articles of Amendment was 12,424,021 and the total number of votes against these Articles of Amendment was 9,749.  The number of votes cast for these Articles of Amendment by each voting group was sufficient for approval.
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of this April 23, 2014.
 
 
S.Y. BANCORP, INC.
   
 
By:
/s/ David P. Heintzman
    Name:  David P. Heintzman
    Title:    Chairman and Chief Executive Officer

 
THIS INSTRUMENT PREPARED BY:
 
   
/s/ C. Craig Bradley, Jr.
 
   
C. Craig Bradley, Jr.
 
STITES & HARBISON, PLLC
 
400 W. Market Street, Suite 1800
 
Louisville, Kentucky 40202-3352