UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
Date of Report (date of earliest event reported):  March 17, 2015
 
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)
 
 
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On March 19, 2015, Stock Yards Bancorp filed a Current Report on Form 8-K with Exhibit 10.1, Form of Stock Yards Bancorp, Inc. Restricted Stock Unit Grant Agreement.  The sole purpose of this Amendment No. 1 on Form 8-K/A is to correct certain inadvertent errors in the percentages listed on page 5 of Exhibit 10.1.
 
In the top table on page 5 of Exhibit 10.1, the applicable percentage of 25% across from Target:   75 th – 89 th should have read 20%; the applicable percentage of 10% across from Minimum:  51 st – 74 th should have read 8%.  In the second table on page 5 of Exhibit 10.1, the applicable percentage of 25% across from Target:   $7.99 - $8.21 should have read 20%, and the applicable percentage of 10% across from Minimum:  $7.50 - $7.98 should have read 8%.
 
Only the page 5 of the Exhibit 10.1 in the initial 8-K filing presented incorrect percentages.  The reminder of the Exhibit 10.1 has not been amended.
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
            D.        Exhibits
 
   
Exhibit No.     Description of Exhibits
 
10.1         Page 5 of Form of Stock Yards Bancorp, Inc. Restricted Stock Unit Grant Agreement, as amended
 
   
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:   March 19, 2015
STOCK YARDS BANCORP, INC.
 
     
   By:  /s/ Nancy B. Davis     
   
Nancy B. Davis, Executive Vice
President, Treasurer and Chief
Financial Officer
 

Exhibit 10.1
 
EXHIBIT A

PERFORMANCE-BASED VESTING

Subject to Sections 4 and 5 of this Grant Agreement, the RSUs shall vest and become nonforfeitable in the Applicable Percentage of the Maximum Number of RSUs. The Applicable Percentage shall range from 0-100% and shall be determined based on the Company's actual Three-Year Aggregate EPS for the Performance Period, plus the Company's Percentile ROAA Ranking for the Performance Period, with the portion of the Applicable Percentage related to each performance measure as set forth in the charts below:
 
 
Percentile ROAA Ranking
Applicable Percentage
 
Maximum: 90th or higher
50%
 
Target: 75th   – 89th
20%
 
Minimum: 51st – 74th
8%
 
50 th or below
0%
 
                    Plus
 
     
 
Three-Year Aggregate EPS
Applicable Percentage
 
Maximum: $8.22 or more
50%
 
Target:  $7.99-$8.21
20%
 
Minimum:  $7.50-$7.98
8%
 
Below $7.50
0%
 
For example, if at the end of the Performance Period the Committee determined that the Company ranked above the 90 th percentile to peers in ROAA, and had Three-Year Aggregate EPS of $9.00, the Applicable Percentage would be 100% and the Maximum Number of RSUs would be converted to and paid in shares of Common Stock.  The performance of the Company during the Performance Period shall be measured against the base EPS for the fiscal year immediately prior to the start of the Performance Period.

Any RSUs that do not vest based on the performance requirements set forth in this Exhibit A (and which have not previously terminated pursuant to the terms of the Grant Agreement) will automatically terminate as of the last day of the Performance Period.

For purposes of the Award, the following definitions shall apply:

 
●
" EPS " means the diluted earnings per share of the Company as determined for financial reporting purposes consistent with Financial Accounting Standard 128 (now ASC 260), excluding any acquisition costs and restructuring adjustments made to EPS as a result of a business combination that occurs during the Performance Period in accordance with Financial Accounting Standard 141 (revised; now ASC 805).

 
●
" Three-Year Aggregate EPS " means the total of the Company's EPS in each of the years in the Performance Period.

 
●
" Percentile Ranking " means the percentile ranking of the simple average of the Company's Return on Average Assets (ROAA) for the years in the Performance Period, as compared to the simple average ROAA of all public banks with between $1.5 billion and $3 billion in total assets,   as measured and published by SNL Financial.

 
●
" Performance Period " means the period commencing on the January 1 immediately prior to the Grant Date and ending three years thereafter.