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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 27, 2023
 
STOCK YARDS BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Kentucky
(State or other jurisdiction of
incorporation or organization)
1-13661

(Commission File Number)
61-1137529
(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))
 
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 per share 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. ☐
 
 
 
 
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
On April 27, 2023, Stock Yards Bancorp, Inc. held its 2023 annual meeting of shareholders. As of the record date for the Annual Meeting, there were 29,287,064 shares of Common Stock outstanding and entitled to one vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 25,262,077 or 86.25% 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 2023 to serve until the next annual meeting of shareholders in 2024. All nominees were elected. The results were as follows:
 
   
Votes For
    
Votes
Against
    
Abstain
    
Broker Non-
Votes
  
                                 
Shannon B. Arvin
     18,960,134       2,230,047       154,029       3,917,867  
Paul J. Bickel III
     21,049,626       137,157       157,427       3,917,867  
Allison J. Donovan
     20,959,721       207,688       176,801       3,917,867  
David P. Heintzman
     12,319,834       8,856,948       167,428       3,917,867  
Carl G. Herde
     18,684,460       2,488,398       171,352       3,917,867  
James A. Hillebrand
     20,828,121       359,787       156,302       3,917,867  
Richard A. Lechleiter
     20,688,693       499,223       156,294       3,917,867  
Philip S. Poindexter
     20,933,595       245,184       165,431       3,917,867  
Stephen M. Priebe
     18,907,405       2,240,156       196,649       3,917,867  
Edwin S. Saunier
     21,009,346       129,522       205,342       3,917,867  
John L. Schutte
     21,052,906       83,613       207,691       3,917,867  
Kathy C. Thompson
     20,461,422       706,339       176,449       3,917,867  
Laura L. Wells
     20,687,943       369,834       286,433       3,917,867  
 
2.
Ratification of FORVIS, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023:
 
For
     25,139,117  
Against
     34,688  
Abstain
     88,272  
Broker Non-Votes
     -  
 
3.
Proposal to approve a non-binding resolution to approve the compensation of the Company’s named executive officers.
 
For
     20,546,376  
Against
     599,060  
Abstain
     198,774  
Broker Non-Votes
     3,917,867  
 
 
 
 
4.
Advisory vote on the frequency of future advisory votes approving the compensation of Stock Yards Bancorp’s named executive officers.
 
One year
     19,889,102  
Two years
     154,551  
Three years
     1,081,522  
Abstain
     219,035  
 
In light of the voting results from the annual meeting regarding shareholders' preference for how often the Company will hold future advisory votes on executive compensation, the Company's Board of Directors has decided that the Company will hold an annual advisory vote on the compensation of named executive officers until the next vote on the frequency of shareholder votes on such compensation. This is the same frequency as had been recommended by the Board of Directors in connection with the submission of this item for shareholder vote at the annual meeting. The Company is required to hold votes on frequency every six years.
 
 
SIGNATURE
 
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
D. Exhibits
   
   
  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 thereunto duly authorized.
 
Date:   May 2, 2023
STOCK YARDS BANCORP, INC.
  
     
  By: /s/ T. Clay Stinnett  
   
T. Clay Stinnett, Executive Vice
President, Treasurer and Chief
Financial Officer