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): June 1, 2021
_______________________________
Stock Yards Bancorp, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| Kentucky | 001-13661 | 61-1137529 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1040 East Main Street,
Louisville, Kentucky 40206
(Address of Principal Executive Offices) (Zip Code)
(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)) |
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 stock, no par value | SYBT | 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. ☐
Stock Yards Bancorp, Inc. (the “Company”) and Kentucky Bancshares, Inc. (“Kentucky Bancshares”) completed their previously-announced merger effective as of May 31, 2021. In accordance with the terms of the Agreement and Plan of Merger dated as of January 27, 2021, by and among the Company, Kentucky Bancshares and H. Meyer Merger Subsidiary, Inc. (the “Merger Agreement”), the Company’s board of directors has elected two former directors of Kentucky Bancshares, Edwin S. Saunier and Shannon B. Arvin, to the boards of directors of the Company and its wholly-owned banking subsidiary, Stock Yards Bank & Trust Company (the “Bank”), effective July 20, 2021.
Mr. Saunier, 63, elected to the Kentucky Bancshares board in 2007, currently serves as President of Saunier North American, Inc., a moving and storage company. Mr. Saunier is a member of the Policy Council of Commerce Lexington in Lexington, Kentucky, Past Chairman of the Winchester Clark County Chamber of Commerce in Winchester, Kentucky, founder of Leadership Winchester and Past President of Thoroughbred Club of America. He will serve as a member of the Risk Committee and the Compensation Committee of the Company’s board of directors.
Ms. Arvin, 46, elected to the Kentucky Bancshares board in 2019, currently serves as the eighth President & CEO of the Keeneland Association. Prior to this, Ms. Arvin was a member of the Lexington, Kentucky law firm of Stoll Keenon Ogden, and served on the firm’s Board of Directors and Executive Committee. Ms. Arvin also served as corporate counsel to Keeneland since 2008, and as secretary and member of Keeneland’s Board of Directors since 2015. Also, Ms. Arvin currently holds the following positions: Trustee of The Lexington School, and Thoroughbred Owners and Breeders Association, Member of The Jockey Club, Board and Executive Committee Member of the Gluck Equine Foundation, Board Member of Bluegrass Care Navigators, Thoroughbred Racing Associations/Thoroughbred Racing Protective Bureau, and the National Thoroughbred Racing Association. She will serve as a member of the Nominating and Corporate Governance Committee of the Company’s board of directors and the Trust Committee of the Bank’s board of directors.
As members of the Board, each of Mr. Saunier and Ms. Arvin will be entitled to receive compensation from the Company in accordance with its standard director compensation program. The compensation received by the Company’s directors for 2020 is described in the Company’s definitive proxy statement relating to its 2021 annual meeting of shareholders, which was filed with the Securities and Exchange Commission on March 12, 2021. The Company anticipates that each new director will be granted the customary Stock Appreciation Rights for 1,000 shares of the Company’s common stock. This grant will have a ten-year term, will vest at the rate of 20% per year, and will have a strike price of 100% of the closing market price of the Company's common stock on the grant date. They may receive additional stock options and/or grants in the future as approved by the Board of Directors. As with the Company's other directors, these new Directors will execute an indemnification agreement between themselves, the Bank, and the Company.
Except as set forth in the Merger Agreement, there are no understandings or arrangements with any person regarding the new directors’ election to the Board, and there are no family relationships between either of them and any other officer or director of the Company. The Bank has had and expects to have in the future, banking transactions in the ordinary course of business with directors and officers of the Company and the Bank, their associates and corporations with which they are connected. Any lending transactions with the new directors in the future will be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the Bank or the Company.
On June 1, 2021, Stock Yards Bancorp, Inc. issued a press release announcing the completion of the acquisition of Kentucky Bancshares, Inc., the holding company for Kentucky Bank, on May 31, 2021. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Exhibit Number | Description of Exhibit | |
| 99.1 | Press release of Stock Yards Bancorp, Inc. dated June 1, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Stock Yards Bancorp, Inc. | ||
| Date: June 1, 2021 | By: | /s/ T. Clay Stinnett |
| T. Clay Stinnett | ||
| Executive Vice President, Treasurer and Chief Financial Officer | ||
EXHIBIT 99.1
Stock Yards Bancorp Completes Acquisition of Kentucky Bancshares
LOUISVILLE, Ky., June 01, 2021 (GLOBE NEWSWIRE) -- Stock Yards Bancorp, Inc. (“Stock Yards” or the “Company”) (NASDAQ: SYBT), the parent company of Stock Yards Bank & Trust Company, with offices in the Louisville, Lexington, Indianapolis and Cincinnati metropolitan markets, today announced that it has completed its previously announced acquisition of Kentucky Bancshares, Inc. Kentucky Bancshares, headquartered in Paris, Kentucky, is the holding company for Kentucky Bank, which operates 19 branches in 11 communities throughout central and eastern Kentucky, including the Lexington, Kentucky metropolitan statistical area and contiguous counties.
“We are pleased to announce the completion of the merger and to have Kentucky Bancshares shareholders, customers and employees join the Stock Yards team,” said James A. (Ja) Hillebrand, Chairman and Chief Executive Officer. “This merger expands our presence throughout central and eastern Kentucky and allows broader product offerings, increased lending capabilities and an expanded branch delivery system to our new customers. Additionally, the larger organization provides solid growth opportunities for us and a platform for future expansion.”
About Stock Yards Bancorp, Inc.
Louisville, Kentucky-based Stock Yards Bancorp, Inc. with $4.8 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 Stock Market under the symbol SYBT. For more information about Stock Yards Bancorp, visit the Company’s website at www.syb.com.
Forward-Looking Statements
Certain statements contained in this communication, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the merger transaction between Stock Yards and Kentucky Bancshares, which are subject to numerous assumptions, risks and uncertainties. Words or phrases such as “anticipate,” “believe,” “aim,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by Stock Yards with the SEC, risks and uncertainties for Stock Yards include but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of Kentucky Bancshares’ operations with those of Stock Yards will be materially delayed or will be more costly or difficult than expected; diversion of management's attention from ongoing business operations and opportunities due to the merger; the challenges of integrating and retaining key employees; the effect of the announcement of the merger on the combined company's respective customer and employee relationships and operating results; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; dilution caused by Stock Yards’ issuance of additional shares of Stock Yards common stock in connection with the merger; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and the business, results of operations and financial condition of the combined company; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this communication are made as of the date hereof and are based on information available at that time. Except as required by law, Stock Yards assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.
Please refer to Stock Yards’ Annual Report on Form 10-K for the year ended December 31, 2020, and its Quarterly Report on Form 10-Q for the three months ended March 31, 2021, as well as its other filings with the SEC for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.
| Contact: | T. Clay Stinnett |
| Stock Yards Bancorp, Inc. | |
| Executive Vice President, Treasurer | |
| and Chief Financial Officer | |
| (502) 625-0890 |