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 26, 2018

STOCK YARDS BANCORP, INC.
(Exact name of registrant as specified in its charter)

Kentucky 1-13661 61-1137529
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(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))

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.

On April 26, 2018, shareholders of Stock Yards Bancorp, Inc. (the “Company”) approved Amendment No. 2 (the “Amendment”) to the Stock Yards Bancorp 2015 Omnibus Equity Compensation Plan (the “Plan”).  The Amendment:
 
 
●
Increases the number of shares of Common Stock reserved and available for issuance under the Plan by 500,000 shares;
 
●
Prohibits the payment or vesting of dividends or dividend equivalents on unvested awards; and
 
●
Adjusts the various share limits under the Plan solely to reflect how those limits apply following the Company’s 2016 stock split.

A copy of the full text of the Amendment is filed as Exhibit 10.1 to this report.  This summary of the Amendment is not intended to be a complete description of the Amendment and is qualified in its entirety by the actual text of the Amendment to which reference is hereby made.
 
Item 5.07    Submission of Matters to a Vote of Security Holders.

On April 26, 2018, the Company held its 2018 annual meeting of shareholders.  As of the record date for the Annual Meeting, there were 22,715,322   shares of Common Stock outstanding and entitled to one vote on each matter presented for vote at the Annual Meeting.  At the Annual Meeting, 16,592,865 or 73.05% 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 2018 to serve until the next annual meeting of shareholders in 2019.  All nominees were elected.  The results were as follows:

 
Votes
For
 
Votes
Against
 
Votes
Withheld
 
Broker
Non-Votes
Paul J. Bickel III
16,372,072
 
59,401
 
161,392
 
0
J. McCauley Brown
16,368,181
 
64,910
 
159,774
 
0
Charles R. Edinger III
15,835,633
 
594,791
 
162,441
 
0
David P. Heintzman
16,246,597
 
185,234
 
161,034
 
0
Donna L. Heitzman
16,147,298
 
273,083
 
172,484
 
0
Carl G. Herde
16,168,011
 
260,980
 
163,874
 
0
James A. Hillebrand
16,131,290
 
298,330
 
163,245
 
0
Richard A. Lechleiter
16,089,893
 
340,942
 
162,030
 
0
Richard Northern
16,285,355
 
142,364
 
165,146
 
0
Stephen M. Priebe
16,231,083
 
197,635
 
164,147
 
0
Norman Tasman
15,911,540
 
519,669
 
161,656
 
0
Kathy C. Thompson
16,115,758
 
315,512
 
161,595
 
0

2.              Proposal to amend the 2015 Omnibus Equity Compensation Plan:

For
15,164,299
Against
474,295
Abstain
954,271
Broker non-vote
0

3.              Proposal to approve a non-binding resolution to approve the compensation of the Company’s named executive officers.

For
15,233,711
Against
449,467
Abstain
909,687
Broker non-vote
0

 
Item 9.01    Financial Statements and Exhibits.
 
(d)         Exhibits
 
Exhibit No.
Description of Exhibits
   

 
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: May 1, 2018

 
 
STOCK YARDS BANCORP, INC.
   
   
 
By:
/s/ Nancy B. Davis
   
Nancy B. Davis
   
Executive Vice President, Treasurer and
Chief Financial Officer
 
Exhibit 10.1
 
 
Amendment No. 2
to the
Stock Yards Bancorp 2015 Omnibus Equity Compensation Plan
 

 
This is Amendment No. 2 to the Stock Yards Bancorp 2015 Omnibus Equity Compensation Plan (the “ Plan ”), which amendment shall be effective as of February 20, 2018, the date that it is approved by the Board of Directors of the Company (“ Effective Date ”).
 
Recitals
 
A.
Stock Yards Bancorp, Inc. (the “ Company ”) maintains the Plan and has reserved the right to amend the Plan from time to time, subject to the approval of the shareholders or participants for certain types of amendments.
 
B.
The Company desires to amend the Plan to reflect share limits after a 2016 stock split, increase the total number of shares of Company Stock subject to the Plan by 500,000 shares, and make clear that no Dividends or Dividend Equivalents on awards will vest or be paid before the related award vests.
 
Amendment
 
Now, therefore , the Plan is hereby amended as follows:
 
1.                     As of the Effective Date, Section 5.1 of the Plan is amended so that as amended it shall read in its entirety as follows:
 
5.1              Shares Authorized .  Subject to adjustment as described below in Section 5.4, the total aggregate number of shares of Company Stock that may be issued or transferred under the Plan shall be the sum of the following: (i) the number of shares of Company Stock subject to outstanding grants under the 2005 Plan as of the Effective Date (reverting to shares reserved for future grant as and when described in Section 5.2 below), plus (ii) the number of shares of Company Stock remaining available for issuance under the 2005 Plan but not subject to an outstanding award and not previously exercised, vested or paid as of the Effective Date (as adjusted for the Company’s 2016 stock split), plus (iii) 500,000 shares.  The maximum aggregate number of shares of Company Stock with respect to which all Grants of Incentive Stock Options may be made under the Plan shall be 450,000 shares, subject to adjustment as described below in Section 5.4.
 
2.                     As of the Effective Date, Section 5.3 of the Plan is amended solely to reflect how the share limits contained therein apply following the Company’s 2016 stock split to read in its entirety as follows:
 
5.3              Individual Limits .  All Grants under the Plan shall be expressed in shares of Company Stock.  The maximum aggregate number of shares of Company Stock with respect to which all Grants may be made under the Plan during any calendar year to: (i) any Non-Employee Director shall be 4,500 shares via Options and SARs and 3,750 via Stock Awards or Stock Units (provided, however, that such limits do not apply to cash-based Directors fees which directors elect to have paid in Common Stock instead), and (ii) any other Participant shall be 112,500 shares, including 60,000 shares via Options and SARs and 52,500 via Stock Awards or Stock Units, in each case subject to adjustment as described in Section 5.4 below.  The individual limits of this subsection (c) shall apply without regard to whether the Grants are to be paid in Company Stock or cash.  All cash payments (other than with respect to Dividend Equivalents) shall equal the Fair Market Value of the shares of Company Stock to which the cash payments relate.
 
 
3.                     As of the Effective Date, Section 8.5 of the Plan is amended to read in its entirety as follows:
 
8.5       Dividend Equivalents.   The Committee may grant Dividend Equivalents in connection with Stock Units, under such terms and conditions as the Committee deems appropriate.  Dividend Equivalents awarded with respect to unvested Stock Units will be accumulated and paid to Participants at the time that such Stock Units vest, and will be forfeited in the event the underlying Stock Units are forfeited.  All Dividend Equivalents shall be credited to bookkeeping accounts on the Company’s records for purposes of the Plan.  Dividend Equivalents may be accrued as a cash obligation, or may be converted to additional Stock Units for the Participant, and deferred cash Dividend Equivalents may accrue interest, all as determined by the Committee.  The Committee may provide that Dividend Equivalents shall be credited based on the achievement of specific performance goals.  Dividend Equivalents may be payable in cash or shares of Company Stock or in a combination of the two, as determined by the Committee.
 
4.                     As of the Effective Date, Section 9.4 of the Plan is amended to read in its entirety as follows:
 
9.4              Right to Vote and to Receive Dividends .  The Committee shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period, provided that no such dividends shall be paid with respect to unvested Stock Awards, including Stock Awards subject to performance goals, until and unless the related Stock Awards are vested. Dividends awarded with respect to unvested Stock Awards will be accumulated and paid to the Participant at the time that such Stock Award vests, and will be forfeited in the event the underlying Stock Award is forfeited. Dividends that are not paid currently shall be credited to bookkeeping accounts on the Company’s records for purposes of the Plan.  Dividends so accumulated may be payable in cash or shares of Company Stock or in a combination of the two, as determined by the Committee.
 
5.                    Section 11 of the Plan is hereby amended so that as amended it shall read in its entirety as follows:
 
SECTION 11—OTHER STOCK-BASED AWARDS
 
The Committee may grant other awards not specified in Sections 7, 8, 9 or 10 above that are based on or measured by Company Stock to Employees or Non-Employee Directors, on such terms and conditions as the Committee deems appropriate.  Other Stock-Based Awards may be granted subject to achievement of performance goals or other conditions and may be payable in Company Stock or cash, or in a combination of the two, as determined by the Committee in the Grant Agreement.  Dividends and Dividend Equivalents may accrue with respect to unvested Other Stock-Based Awards, but will not be paid or issued until such Stock-Based Award is fully vested, the shares are issued to Participant and such shares are no longer subject to any vesting requirements or repurchase rights on behalf of the Company.
 
In witness whereof , a duly authorized officer of the Company has caused this Amendment No. 2 to be executed as of the Effective Date.
 
 
 
STOCK YARDS BANCORP, INC.
 
 
 
 
 
 
 
 
 
 
By:
/s/ David P. Heintzman
 
 
 
 
Printed:
David P. Heintzman
 
 
 
 
Title:
Chairman & CEO
 

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