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 29, 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)
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(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.
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Item 7.01. |
Regulation FD Disclosure.
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Item 9.01. |
Financial Statements and Exhibits.
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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 29, 2018 |
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 |
A.
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The Bank is a wholly owned subsidiary of Bancorp.
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B.
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Heintzman is currently the Chief Executive Officer (“
CEO
”) of both Bancorp and Bank and is paid and provided benefits by the Bank as its CEO; he also currently serves as the Chairman of the Boards of Directors (the “
Board(s)
”) of both the Companies.
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C.
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Heintzman has expressed his intention to retire from active employment with the Companies, while retaining his position on the Boards.
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D.
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The Companies desire to implement their plan for executive succession in connection with Heintzman’s retirement, and Heintzman wishes to facilitate and cooperate in such succession on the terms and conditions set out in this Agreement.
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STOCK YARDS BANK & TRUST COMPANY
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By:
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/s/ Charles R. Edinger III
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Charles R. Edinger III
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Title:
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Director
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STOCK YARDS BANCORP, INC.
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By:
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/s/ Charles R. Edinger III
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Charles R. Edinger III | |||
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Title:
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Director
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/s/ David P. Heintzman
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David P. Heintzman
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Stock Appreciation Rights
(all vesting 20% per year from Grant Dates)
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Grant Date
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No. of Shares to
which SAR relates
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No. of these
SARS that will be
vested as of
December 31,
2018
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Strike Price
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2/16/2010
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26,325
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26,325
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$
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14.02
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3/15/2011
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21,573
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21,573
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$
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15.84
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2/20/2012
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36,411
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36,411
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$
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15.24
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2/19/2013
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25,015
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25,015
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$
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15.26
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2/18/2014
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28,989
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23,191
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$
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19.37
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3/17/2015
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21,742
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13,045
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$
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22.96
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3/15/2016
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24,799
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9,919
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$
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25.76
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3/21/2017
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13,273
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2,654
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$
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40.00
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2/20/2018
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12,883
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0
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$
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35.90
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TOTAL
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211,010
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Performance Share Units
(vest at end of Performance Period Noted)
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Grant Date
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Performance Period
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Maximum No. of Shares that could be Issued
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3/15/2016
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1/12016-12/31/2018
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19,627
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3/21/2017
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1/1/2017-12/31/2019
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17,701
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2/20/2018
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1/1/2018-12/31/2020
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20,404
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TOTAL
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57,732
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A. |
Heintzman and Company are parties to an Executive Transition Agreement, dated as of May 29, 2018 (the “
Transition Agreement
”), which provides for certain consideration, conditioned upon Heintzman first signing a general release of claims following termination of Heintzman’s employment, which release becomes irrevocable in accordance with its terms.
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B. |
This Release is the contemplated release of claims under the Transition Agreement, and Heintzman has had notice of this Release since the date the Transition Agreement was executed because a copy was attached thereto (the “
Presentation Date
”).
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C. |
Heintzman’s employment with the Company ended on December 31, 2018 (the “
Retirement Date
”).
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D. |
The Parties desire to memorialize and confirm the release by Heintzman of any and all claims, whether known or unknown, that Heintzman may have against the Company or any of its current or former employees that are releasable by law.
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David P. Heintzman
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Date:
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STATE OF |
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)
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) SS: | ||||
COUNTY OF | ) |
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Notary Public
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My Commission expires:
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STOCK YARDS BANK & TRUST COMPANY
and STOCK YARDS BANCORP, INC.
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By: | ||||
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Title: | ||||
Date: | ||||
STATE OF | ) | |||
)SS: | ||||
COUNTY OF | ) | |||
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Notary Public
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My Commission expires:
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A. |
The Bank is a wholly owned subsidiary of Stock Yards Bancorp, Inc., a Kentucky corporation and bank holding company ("
Bancorp
").
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B. |
Bancorp, as the sole shareholder of the Bank, considers the establishment and maintenance of a sound and vital management team to be essential to protecting and enhancing the best interests of the Bank, Bancorp, and Bancorp's shareholders.
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C. |
Bancorp and the Bank recognize that, as is the case with many publicly held bank holding companies, the possibility exists that an unsolicited tender offer or takeover bid and a consequent change in control of Bancorp may occur, and thus, that as a practical matter, a change in control of the Bank may occur, and that such a possibility is unsettling and distracting to key executives of the Bank.
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D. |
Bancorp and the Bank have concluded that it is in the best interests of Bancorp, its shareholders and the Bank to take reasonable steps to help assure certain key executives of the Bank that, notwithstanding an unsolicited tender offer or takeover bid, or an actual change in control, they will be treated fairly and with concern for their welfare.
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E. |
Bancorp and the Bank have also concluded that it is important that, should Bancorp receive takeover or acquisition proposals from third parties, that it be able to call upon the key executives of the Bank for their candid assessment and advice concerning whether such proposals are in the best interests of Bancorp, its shareholders and the Bank, free of the influences caused by the uncertainties and risks of their own personal employment situations.
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F. |
For the foregoing reasons the Board of Directors of Bancorp and of the Bank have approved the Bank's entering into change in control severance agreements with key executives of the Bank.
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G. |
Executive has been selected by the Bank's Board of Directors as a key executive and Executive and the Bank entered into a similar agreement 2010 (the "
Prior Agreement
"), which this Agreement amends and restates in its entirety.
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STOCK YARDS BANK & TRUST COMPANY
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By:
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/s/ David P. Heintzman
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David P. Heintzman
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Title:
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Chairman and Chief Executive Officer
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Date:
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May 29, 2018
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EXECUTIVE
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/s/ Philip S. Poindexter
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Philip S. Poindexter
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Date:
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May 29, 2018
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Stock Yards Bancorp Names Ja Hillebrand Chief Executive Officer as David Heintzman Transitions to the Role of Executive Chairman
Phil Poindexter Promoted to President
LOUISVILLE, Ky.--(BUSINESS WIRE)--May 29, 2018--Stock Yards Bancorp, Inc. (NASDAQ: SYBT), parent company of Stock Yards Bank & Trust Company, with offices in the Louisville, Indianapolis and Cincinnati metropolitan markets, today announced that James A. (Ja) Hillebrand will become Chief Executive Officer of the Company effective October 1, 2018. Hillebrand (49) currently serves as President of the Company and the Bank and has served on the Company's Board of Directors since 2008. Hillebrand succeeds David P. Heintzman (59), who will retire as Chief Executive Officer and move into the role of Executive Chairman of the Board through the end of 2018 and will continue as its Chairman thereafter. Also, as part of this leadership succession – which has been long planned and is unanimously supported by the Board – the Company announced that Philip S. Poindexter (52), who is currently Executive Vice President and Chief Lending Officer, will become President of the Company and the Bank, effective October 1, 2018.
Commenting on the announcement, Lead Independent Director Charles R. Edinger III said, "We appreciate David's long and exemplary service to the Company. He leaves an indelible imprint on Stock Yards Bank & Trust for its dynamic and organic growth, guided by his keen eye for minimizing the risks associated with expansion. On the heels of record results, strong returns, exceptional credit quality and commendable cost efficiencies, this leadership transition comes at a good time for the Company."
"We are fortunate as a company to be able to attract superior talent, like Ja and Phil, to our outstanding management team and have a strong succession plan to facilitate a smooth leadership transition," Heintzman said. "Ja and Phil have played integral roles in our consistent and attractive growth and are highly committed to the outstanding level of personalized customer service for which our company is known. Their achievements within our bank and across the communities we serve give me great confidence that their leadership abilities will help Stock Yards Bancorp continue its record as one of the best performing community banks in the country."
Heintzman joined the Company in 1985 and progressed through management's ranks as Chief Financial Officer, Executive Vice President and, in 1992 at age 33, was elected President. He has served as Chairman and Chief Executive Officer since January 2005. During his tenure as CEO, the Company's total assets have increased 171% to $3.3 billion and total stockholders' equity has grown 190% to $338 million. The Company's annual cash dividend has increased 268% from $0.25 per share to an indicated annual rate of $0.92 per share. Meanwhile the Company's stock price has increased from $15.30 per share (adjusted for stock splits) to $39.60 per share at the close on May 25, 2018.
Commenting on the planned transition, Hillebrand said, "I am honored by the support David and the Board have placed in me to continue driving sustainable profitability and stockholder returns, while maintaining an unmatched level of customer service. David has been an important mentor to many of us, and the values and ethics that define him have made a lasting impact on our 600+ dedicated employees. Of all his leadership traits, none are greater or more apparent than his strength of character. David has overseen tremendous growth over many years of service, enabling our company to outperform financial benchmarks for our peers on a consistent basis – through good times as well as during the financial crisis a decade ago.
"The experiences of our 114-year history remain a model for all of us, and especially for Phil and me as we work to extend the Company's record of growth by focusing on our customers and the needs of the communities we serve," Hillebrand continued. "Phil has been instrumental in the development and growth of several key lines of business across all three of our markets and his team-building skills, initiative and sense of urgency when taking care of our customers' needs will serve him well in his new role as President."
Hillebrand joined the Company in 1996 to develop its Private Banking Group. He served as Executive Vice President and Director of Private Banking until 2008 and, during that time, he directed the Company's expansion into the Indianapolis and Cincinnati markets and supervised the Bank's retail brokerage division.
Hillebrand is active in a number of civic and community service organizations in Louisville. He has served on the Board of Directors of the Kentucky Derby Festival and was its Chairman in 2011, and he is a Past Board Chair of the SJ Kids Foundation. He currently serves on the boards of the Kentucky Bankers Association, Boy Scouts of America - Lincoln Heritage Council, St. Joseph Children's Home, and the Fund for the Arts. Hillebrand earned his business administration degree from Bellarmine University.
Poindexter joined the Company in 2004 as Executive Vice President and Director of Commercial Lending. In his current role as Executive Vice President and Chief Lending Officer, he oversees Commercial Banking, Commercial Real Estate Lending, Private Banking, Treasury Management, International Banking, and Specialized Lending in Louisville, Cincinnati and Indianapolis. He has more than 29 years of banking experience with both small and large financial institutions.
Poindexter has served on the Endowment Board and Executive Committee for the Kentucky Center for the Arts, Kentucky Country Day Board of Trustees, and is a Past Board Chair for Junior Achievement of Kentuckiana. He also currently serves on the Louisville Sports Commission Board as Treasurer. Poindexter is a graduate of Indiana University with a degree in Finance.
Louisville, Kentucky-based Stock Yards Bancorp, Inc., with $3.3 billion in assets, was incorporated in 1988 as a bank holding company. It is the parent company of Stock Yards Bank & Trust Company, which was established in 1904. The Company's common shares trade on the NASDAQ Global Select Market under the symbol SYBT.
This press release contains forward-looking statements under the Private Securities Litigation Reform Act 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. See Risk Factors outlined in the Company's Form 10-K for the year ended December 31, 2017.
CONTACT:
Stock Yards Bancorp, Inc.
Nancy B. Davis, 502-625-9176
Executive Vice President and Chief Financial Officer