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
24, 2017
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 5.07 Submission of Matters to a Vote of Securities Holders
On May 24, 2017, Porter Bancorp, Inc. held its 2017 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, and approved a proposal to ratify the appointment of the Company’s independent registered public accounting firm.
The votes cast on the three agenda items are set forth below:
1. Election of Directors. | |||
Director |
For |
Withheld |
Broker non-votes |
W. Glenn Hogan |
2,528,265 |
4,764 |
877,424 |
Michael T. Levy |
2,531,360 |
1,669 |
877,424 |
James M. Parsons |
2,531,368 |
1,661 |
877,424 |
Bradford T. Ray |
2,531,360 |
1,669 |
877,424 |
Dr. Edmond J. Seifried |
2,505,476 |
27,553 |
877,424 |
John T. Taylor |
2,531,360 |
1,669 |
877,424 |
W. Kirk Wycoff |
2,528,648 |
4,381 |
877,424 |
2. Proposal to approve, in a non-binding advisory vote, the compensation of the Company’s executives. | |||
For |
Against |
Abstain |
Broker non-votes |
2,524,857 |
5,797 |
2,357 |
877,424 |
3. Proposal to ratify the appointment of the Company’s independent registered public accounting firm. |
|||
For |
Against |
Abstain |
Broker non-votes |
3,407,602 |
1,679 |
1,172 |
— |
No other proposals were voted upon at the annual meeting.
On May 24, 2017, Porter Bancorp issued a press release announcing the results of three items submitted to a vote of its shareholders at the Company’s 2017 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.
Exhibit Number | Description of Exhibit | |
99.1 |
Press release issued May 24, 2017. |
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 24, 2017 |
By |
/s/ Phillip W. Barnhouse |
Chief Financial Officer |
3
Exhibit 99.1
Porter Bancorp, Inc. Holds Annual Meeting of Shareholders
Shareholders Elect Seven Directors
LOUISVILLE, Ky.--(BUSINESS WIRE)--May 24, 2017--Porter Bancorp, Inc. (NASDAQ: PBIB), parent company of PBI Bank, announced today that its shareholders elected seven directors, approved a non-binding advisory vote on the compensation of the Company’s executives, and approved a proposal to ratify the appointment of the Company’s independent registered public accounting firm.
In comments made at the meeting, John T. Taylor, President and CEO of Porter Bancorp, Inc., stated, “I would like to thank our shareholders and directors for their continued support. We are pleased with the Company’s recent favorable financial trends as well as the significant improvement made over the past year in the Company’s risk profile. At PBI Bank, we are focusing our attention on improving profitability through revenue growth and efficiency strategies, while growing the banking franchise by delivering quality banking products and services to customers throughout the communities we serve.”
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 PBI 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. PBI 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. These forward-looking statements are based on management’s current expectations. Porter Bancorp’s actual results in future periods may differ materially from those indicated by forward-looking statements due to various risks and uncertainties, including our ability to reduce our level of higher risk loans such as commercial real estate and real estate development loans, reduce our level of non-performing loans and other real estate owned, and increase net interest income in a low interest rate environment, as well as our need to increase capital. These and other risks and uncertainties are described in greater detail under “Risk Factors” in the Company’s Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission. 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