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 19, 2021

LIMESTONE 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common shares
LMST
The Nasdaq Stock Market LLC



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 19, 2021, Limestone Bancorp, Inc. (the “Company”) entered into Amendment No. 4 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,  was amended by Amendment No. 2 thereto dated May 23, 2018, was amended by Amendment No. 3 thereto dated November 25, 2019, and was scheduled to expire at the close of business on June 30, 2021. Amendment No. 4 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, 2024.
 
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 Benefits Preservation Plan, dated August 5, 2015, is filed as Exhibit 4.2 to the Company’s Quarterly Report on 10-Q filed August 5, 2015, Amendment No. 2 to the Tax Benefits Preservation Plan, dated May 23, 2018, is filed as Exhibit 4 to the Company’s Form 8-K filed May 23, 2018, and Amendment No. 3 to the Tax Benefits Preservation Plan, dated November 25, 2019, is filed as Exhibit 4.4 to the Company’s Form 8-K filed November 27, 2019. Amendment No. 4 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 19, 2021, the Company’s shareholders approved an amendment to its articles of incorporation.  A proposal for the amendment was disclosed in the proxy statement filed by the Company on Schedule 14A on April 16, 2021.

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 19, 2024.  This amendment became effective on May 19, 2021 when Articles of Amendment to the Company’s Articles of Incorporation were filed with the Kentucky Secretary of State.

Item 5.07          Submission of Matters to a Vote of Securities Holders

On May 19, 2021, Limestone Bancorp, Inc. held its 2021 annual meeting of shareholders.  At the meeting, shareholders elected eight directors, approved a non-binding advisory vote on the compensation of the Company’s named executives, approved a non-binding advisory vote to conduct future votes on named executive officer's compensation annually, approved an amendment to the Company’s Articles of Incorporation as described in Item 5.03 above, and approved a proposal to ratify the appointment of the Company’s independent registered public accounting firm.

The votes cast on the five agenda items are set forth below:
2
1.Election of Directors.
 
Director Nominee
For
Withheld
Broker non-votes
       
W. Glenn Hogan
3,446,027.93
438,907.00
2,121,003.00
Celia P. Catlett
3,432,671.93
452,263.00
2,121,003.00
Kevin J. Kooman
3,432,661.93
452,273.00
2,121,003.00
Michael T. Levy
3,410,097.93
474,837.00
2,121,003.00
James M. Parsons
3,444,202.93
440,732.00
2,121,003.00
Bradford T. Ray
3,302,957.93
581,977.00
2,121,003.00
Dr. Edmond J. Seifried
3,436,227.93
448,707.00
2,121,003.00
John T. Taylor
3,444,267.93
440,667.00
2,121,003.00
       

2.  Proposal to approve, in a non-binding advisory vote, the compensation of the Company’s named executives.
 
For
Against
Abstain
Broker non-votes
3,810,719.93
71,630.00
2,585.00
2,121,003.00

3.  Non-binding advisory vote on the frequency of holding an advisory vote on the compensation of the named executive officers.
 
1-year
2-years
3-years
Abstain
Broker non-votes
3,806,235.93
65,982.00
12,317.00
400.00
2,121,003.00

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
 3,822,543.93
59,936.00
2,455.00
2,121,003.00

In addition, 1,000,000 votes were cast for this proposal by the holder of non-voting common shares of the Company.

5.  Proposal to ratify the appointment of the Company’s independent registered public accounting firm.
 
For
Against
Abstain
Broker non-votes
5,999,398.93
4,345.00
2,194.00
-

No other proposals were voted upon at the annual meeting.

On May 19, 2021, Limestone Bancorp issued a press release announcing the results of each of the items submitted to a vote of its shareholders at the Company’s 2021 annual meeting held earlier that day.  A copy of the press release is attached hereto as Exhibit 99.1.
3
Item 9.01          Financial Statements and Exhibits.

 
 
 
Exhibit Number
 
Description of Exhibit
     
3
 
4
 
 
4
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.

 
LIMESTONE BANCORP, INC.
 
       
Date:  May 19, 2021
By
/s/ Phillip W. Barnhouse
 
   
        Chief Financial Officer
 


5
Exhibit 3

Articles of Amendment to the
Articles of Incorporation of
Limestone Bancorp, Inc.

 
Pursuant to the provisions of KRS Section 271B.10-060, Articles of Amendment to the Articles of Incorporation of Limestone Bancorp, Inc., a Kentucky corporation, are hereby adopted:

1.            The name of the corporation is Limestone 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 May 23, 2021 to May 19, 2024.  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 19, 2024, (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 19, 2021.
 
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:
6,594,499
1,000,000
     
Number of votes entitled to be cast:
6,594,499
1,000,000
     
Number of votes indisputably represented:
6,005,938
1,000,000
     
Number of undisputed votes cast for the amendment:
3,822,544
1,000,000

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 Limestone Bancorp, Inc. are executed as of the 19th day of May, 2021.

 
LIMESTONE BANCORP, INC.
 
 
 
 
 
 
 
 
 
 
By:    /s/ John T. Taylor
 
 

 
 
 
 
 
Name:  John T. Taylor
 
 
 
 
Title:  President and Chief Executive Officer


2
Exhibit 4


AMENDMENT No. 4
to the
LIMESTONE BANCORP, INC.
TAX BENEFITS PRESERVATION PLAN

This is Amendment No. 4 (this “Amendment”) dated as of May 19, 2021, to the TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (the “Plan”), between Limestone 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 thereto dated August 5, 2015, Amendment No. 2 thereto dated May 23, 2018, and Amendment No. 3 thereto dated November 25, 2019 (as so amended, the “Plan”).

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, 2024.”

All references in the Plan and the exhibits thereto (including the Summary of Terms and the Form of Right Certificate) to “June 30, 2021” are hereby amended and replaced with “June 30, 2024.”

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to the Plan to be duly executed by their respective authorized officers as of the day and year first above written.

 
LIMESTONE BANCORP, INC.
 
 
 
 
 
By: /s/ Phillip W. Barnhouse
 
 
 
Name: Phillip W. Barnhouse
 
Title: Chief Financial Officer
 
 
   
 
American Stock Transfer & Trust Company, LLC, as Rights Agent
 
 
 
 
 
By: /s/ Mike Nespoli
 
 
 
Name:  Mike Nespoli
 
Title:    Executive Director Relationship Management

Exhibit 99.1

Limestone Bancorp, Inc. Holds Annual Meeting of Shareholders

Shareholders Elect Eight Directors

LOUISVILLE, Ky.--(BUSINESS WIRE)--May 19, 2021--Limestone Bancorp, Inc. (NASDAQ: LMST), parent company of Limestone Bank, announced today that its shareholders elected eight directors, approved a non-binding advisory vote on the compensation of the Company’s named executives, approved a non-binding advisory vote to conduct future votes on executive compensation annually, 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, and approved a proposal to ratify the appointment of the Company’s independent registered public accounting firm.

At the meeting, shareholders elected the following as directors to serve for a one-year term:

  • W. Glenn Hogan – Chairman of Limestone Bancorp, Inc. and CEO of Hogan Real Estate, a full service commercial real estate development company headquartered in Louisville, KY
  • Celia P. Catlett – Previously served as the General Counsel of Texas Roadhouse, Inc., a Nasdaq listed company headquartered in Louisville, KY which operates casual dining restaurants in the United States and internationally
  • Kevin J. Kooman – a partner with Patriot Financial Partners, L.P., a private equity fund focused on investing in community banks, thrifts and other financial service related companies
  • Michael T. Levy – President of Muirfield Insurance LLC of Kentucky, a Lexington, KY based insurance brokerage firm
  • James M. Parsons – Chief Financial Officer of Ball Homes, LLC, a residential real estate development firm headquartered in Lexington, KY
  • Bradford T. Ray – Retired Chairman and CEO of Steel Technologies, Inc., a steel processor
  • Dr. Edmond J. Seifried – Principal of S&B West LLC, a community bank consulting center in Easton, Pennsylvania, and Professor Emeritus at Lafayette College in Easton, Pennsylvania
  • John T. Taylor – President and CEO of Limestone Bancorp, and President, CEO and Chairman of Limestone Bank

As approved by shareholders at the meeting, the Company will continue to conduct the non-binding advisory vote on executive compensation on an annual basis.

About Limestone Bancorp, Inc.
Limestone Bancorp, Inc. (NASDAQ: LMST) is a Louisville, Kentucky-based bank holding company which operates banking centers in 14 counties through its wholly-owned subsidiary Limestone Bank. The Bank’s markets include metropolitan Louisville in Jefferson County and the surrounding counties of Bullitt and Henry and extend south along the Interstate 65 corridor. The Bank serves south central, southern, and western Kentucky from banking centers in Barren, Butler, Daviess, Edmonson, Green, Hardin, Hart, Ohio, and Warren counties. The Bank also has banking centers in Lexington, Kentucky, the second largest city in the state, and Frankfort, Kentucky, the state capital. 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 Limestone 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: the impact and duration of the COVID-19 pandemic and national, state and local emergency conditions the pandemic has produced; 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, regulation, fiscal, and monetary policies, 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, 2020 and Form 10-Q for the quarter ended March 31, 2021.

Contacts

John T. Taylor
Chief Executive Officer
(502) 499-4800