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):
May
23, 2018
PORTER BANCORP, INC.
(Exact
Name of Registrant as specified in Charter)
|
Kentucky |
001-33033 |
61-1142247 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
2500 Eastpoint Parkway, Louisville, Kentucky |
40223 |
|
(Address of principal executive offices) |
(Zip code) |
(502) 499-4800
(
Registrant’s
telephone number, including area code)
N/A
(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:
⃞
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 1.01. Entry into a Material Definitive Agreement.
Item 3.03. Material Modification to Rights of Security Holders.
On May 23, 2018, Porter Bancorp, Inc. (the “Company”) entered into Amendment No. 2 to the Tax Benefit Preservation Plan (the “Tax Preservation Plan”) between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. The Tax Preservation Plan is designed to preserve the benefits of the Company’s substantial tax assets and is intended to deter the acquisition of 5% or more of the common shares and non-voting common shares of the Company which could cause an ownership change under Section 382 of the Internal Revenue Code of 1986, as amended. The Tax Preservation Plan was originally entered into on June 25, 2015, was amended by Amendment No. 1 dated August 5, 2015, and was scheduled to expire at the close of business on June 29, 2018. Amendment No. 2 to the Tax Preservation Plan, which was approved by the Company’s Board of Directors, extends the final expiration date of the Tax Preservation Plan to June 30, 2021.
The original Tax Preservation Plan is described in and included as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 29, 2015. Amendment No. 1 to the Tax Preservation Plan is described in and included as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed August 5, 2015. Amendment No. 2 to the Tax Preservation Plan is filed as Exhibit 4 hereto and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As reported in Item 5.07 below, on May 23, 2018, the Company’s shareholders approved two amendments to its articles of incorporation. A proposal for each of these amendments was disclosed in the proxy statement filed by the Company on Schedule 14A on April 13, 2018.
The shareholders approved an amendment to Article VIII of the Company’s Articles of Incorporation to extend certain restrictions on share transfers designed to protect the long-term value of accumulated tax benefits to help protect the long-term value to the Company of its operating losses and other tax benefits (collectively, “NOLs”). The amendment extended the outside expiration date of these restrictions until May 23, 2021. This amendment became effective on May 23, 2018 when Articles of Amendment to the Company’s Articles of Incorporation were filed with the Kentucky Secretary of State.
The shareholders also approved an amendment to Article I of the Company’s Articles of Incorporation to change the Company’s name from Porter Bancorp, Inc. to Limestone Bancorp, Inc. This amendment has not yet become effective.
Item 5.07. Submission of Matters to a Vote of Securities Holders.
On May 23, 2018, Porter Bancorp, Inc. held its 2018 annual meeting of shareholders. At the meeting, shareholders elected seven directors, approved a non-binding advisory vote on the compensation of the Company’s executives, approved an amendment to the Articles of Incorporation to change the Company’s name to Limestone Bancorp, Inc., approved an amendment to the Articles of Incorporation to extend certain restrictions on share transfers designed to protect the long-term value of accumulated tax benefits, approved the 2018 Omnibus Equity Compensation Plan, and approved a proposal to ratify the appointment of the Company’s independent registered public accounting firm.
The votes cast on the six agenda items are set forth below:
| 2. Proposal to approve, in a non-binding advisory vote, the compensation of the Company’s executives. | |||
|
For |
Against |
Abstain |
Broker non-votes |
| 4,106,748 | 5,639 | 7,780 | 1,526,552 |
|
3. Proposal to amend the Articles of Incorporation to change the Company’s name to Limestone Bancorp, Inc. |
|||
|
For |
Against |
Abstain |
Broker non-votes |
| 5,627,382 | 3,479 | 10,151 | 5,707 |
| 4. Proposal to amend the Articles of Incorporation to extend certain restrictions on transfer designed to protect the long-term value of the Company’s accumulated tax benefits. | |||
|
For |
Against |
Abstain |
Broker non-votes |
| 4,023,277 | 94,368 | 2,522 | 1,526,552 |
|
5. Proposal to approve the 2018 Omnibus Equity Compensation Plan |
|||
|
For |
Against |
Abstain |
Broker non-votes |
| 4,013,347 | 103,457 | 3,363 | 1,526,552 |
|
6. Proposal to ratify the appointment of the Company’s independent registered public accounting firm. |
|||
|
For |
Against |
Abstain |
Broker non-votes |
| 5,635,508 | 1,220 | 9,991 | - |
No other proposals were voted upon at the annual meeting.
On May 23, 2018, Porter Bancorp issued a press release announcing the results of six items submitted to a vote of its shareholders at the Company’s 2018 annual meeting held earlier that day. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and 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.
|
PORTER BANCORP, INC. |
|||
|
|
|||
| Date: |
May 23, 2018 |
By |
/s/ Phillip W. Barnhouse |
|
Chief Financial Officer |
|||
5
Exhibit 3
Articles of Amendment to the
Articles
of Incorporation of
Porter
Bancorp, Inc.
Pursuant to the provisions of KRS Section 271B.10-060, Articles of Amendment to the Articles of Incorporation of Porter Bancorp, Inc., a Kentucky corporation, are hereby adopted:
1. The name of the corporation is Porter Bancorp, Inc.
2. Article VIII of the corporation’s Amended and Restated Articles of Incorporation is amended to extend the outside expiration date in Article VIII from September 23, 2018 to May 23, 2021. As amended, the definition of “Expiration Date” in Section 1(i) of Article VIII of the Amended and Restated Articles of Incorporation is amended to read in its entirety as follows:
(i) “ Expiration Date ” means the earlier of (i) the close of business on May 23, 2021, (ii) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this Article VIII is no longer necessary or desirable for the preservation of Tax Benefits, (iii) the close of business on the first day of a taxable year of the Corporation as to which the Board of Directors determines that no Tax Benefits may be carried forward or (iv) such date as the Board of Directors shall fix in accordance with Section 12 of this Article VIII.
3. The amendment does not provide for an exchange, reclassification, or cancellation of issued shares.
4. The amendment was adopted on May 23, 2018.
5. The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting of shareholders at which the amendment was approved by shareholders were as follows:
| Designation of voting group: | Common Shares |
Non-Voting
Common Shares |
| Number of outstanding shares: | 6,189,864 | 1,220,000 |
| Number of votes entitled to be cast: | 6,189,864 | 1,220,000 |
| Number of votes indisputably represented: | 4,120,167 | 1,220,000 |
| Number of undisputed votes cast for the amendment: | 4,023,277 | 1,220,000 |
The total number of undisputed votes cast for the amendment by each voting group was sufficient for approval by that voting group.
These Articles of Amendment to the Articles of Incorporation of Porter Bancorp, Inc. are executed as of the 23 rd day of May, 2018.
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PORTER BANCORP, INC. |
||
|
By: /s/ John T. Taylor |
||
|
Name: John T. Taylor |
||
|
Title: President and Chief Executive Officer |
||
2
Exhibit 4
AMENDMENT No. 2
to
the
PORTER BANCORP, INC.
TAX
BENEFITS PRESERVATION PLAN
This is Amendment No. 2 (this “ Amendment ”) dated as of May 23, 2018, to the TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (the “ Plan ”), between Porter Bancorp, Inc., a Kentucky corporation (the “ Company ”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “ Rights Agent ”), as amended by Amendment No. 1 dated August 5, 2015.
Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Plan.
The definition of “Final Expiration Date” in Section 1 of the Plan is hereby amended to read in its entirety as so amended as follows:
“ Final Expiration Date ” means June 30, 2021.”
All references in the Plan and the exhibits thereto (including the Summary of Terms and the Form of Right Certificate) to “June 29, 2018” are hereby amended and replaced with “June 30, 2021”.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the Plan to be duly executed by their respective authorized officers as of the day and year first above written.
|
PORTER BANCORP, INC. |
||
|
By: /s/ Phillip W. Barnhouse |
||
|
Name: Phillip W. Barnhouse |
||
|
Title: Chief Financial Officer |
||
|
American Stock Transfer & Trust Company, LLC,
|
||
|
By: /s/Michael A. Nespoli |
||
|
Name: Michael A. Nespoli |
||
|
Title: Executive Director |
||
Exhibit 99.1
Porter Bancorp, Inc. Holds Annual Meeting of Shareholders
Shareholders Elect Seven Directors
LOUISVILLE, Ky.--(BUSINESS WIRE)--May 23, 2018--Porter Bancorp, Inc. (NASDAQ: PBIB), parent company of Limestone Bank, announced today that its shareholders elected seven directors, approved a non-binding advisory vote on the compensation of the Company’s executives, approved an amendment to the Articles of Incorporation to change the Company’s name to Limestone Bancorp, Inc., approved an amendment to the Articles of Incorporation to extend certain restrictions on share transfer designed to protect the long-term value of accumulated tax benefits, approved the 2018 Omnibus Equity Compensation Plan, and approved a proposal to ratify the appointment of the Company’s independent registered public accounting firm.
John T. Taylor, President and CEO of Porter Bancorp, Inc., stated, “We are pleased that shareholders overwhelmingly approved our corporate name change to Limestone Bancorp, Inc. We have taken significant steps in recent years to reposition our company to improve our profitability and build long-term shareholder value and believe our new name highlights the strong foundation we’ve created for future growth. We expect to complete the name change process on or about June 15, 2018.”
“We recently reported improved financial results for our first quarter of 2018 that benefited from our quality loan production, growth in net interest income and improved expense management. We remain positive about our continued growth and profitability in the coming year.”
At the meeting, shareholders elected the following as directors to serve for a one-year term:
About Porter Bancorp, Inc.
Porter Bancorp, Inc. (NASDAQ: PBIB) is a Louisville, Kentucky-based bank holding company which operates banking centers in 12 counties through its wholly-owned subsidiary Limestone Bank. Our markets include metropolitan Louisville in Jefferson County and the surrounding counties of Henry and Bullitt, and extend south along the Interstate 65 corridor. We serve southern and south central Kentucky from banking centers in Butler, Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess counties. We also have a banking center in Lexington, Kentucky, the second largest city in the state. Limestone Bank is a traditional community bank with a wide range of personal and business banking products and services.
Forward-Looking Statements
Statements in this press release relating to Porter Bancorp’s plans, objectives, expectations or future performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “possible,” “seek,” “plan,” “strive” or similar words, or negatives of these words, identify forward-looking statements that involve risks and uncertainties. Although the Company’s management believes the assumptions underlying the forward-looking statements contained herein are reasonable, any of these assumptions could be inaccurate. Therefore, there can be no assurance the forward-looking statements included herein will prove to be accurate. Factors that could cause actual results to differ from those discussed in forward-looking statements include, but are not limited to: economic conditions both generally and more specifically in the markets in which the Company and its subsidiaries operate; competition for the Company’s customers from other providers of financial services; government legislation and regulation, which change from time to time and over which the Company has no control; changes in interest rates; material unforeseen changes in liquidity, results of operations, or financial condition of the Company’s customers; and other risks detailed in the Company’s filings with the Securities and Exchange Commission, all of which are difficult to predict and many of which are beyond the control of the Company. The forward-looking statements in this press release are made as of the date of the release and Porter Bancorp does not assume any responsibility to update these statements.
CONTACT:
Porter Bancorp, Inc.
John T. Taylor, 502-499-4800
Chief
Executive Officer