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): August 21, 2012
S.Y.
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)
|
(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))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On August 21, 2012, the Board of Directors of S.Y. Bancorp, Inc. elected Stephen M. Priebe to the Company's Board of Directors, effective immediately. On August 22, 2012, S.Y. Bancorp, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference, announcing the election of Priebe to the Company's Board of Directors.
Priebe, 48 and a civil engineer, is President of Hall Contracting, a Kentucky company providing construction services in the areas of heavy construction, electrical, civil, pipeline, highway and bridge work.
Priebe's committee assignments on the Board of Directors have not yet been determined. His annual compensation as a Board member will be in accordance with guidelines set forth in the Company's proxy statement dated March 23, 2012. As a new member of the Board, he was granted the customary Stock Appreciation Rights for 1,000 shares of common stock. This grant has a ten-year term, vests at the rate of 20% per year, and has a strike price of 100% of the closing market price of the Company's common stock on the grant date. He 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, Priebe executed an indemnification agreement between himself, Stock Yards Bank & Trust Company, and S.Y. Bancorp, Inc.
There were no understandings or arrangements with any person regarding Priebe's election to the Board, and there are no family relationships between him and any other officer or director of the Company. Stock Yards Bank & Trust Company has had and expects to have in the future, banking transactions in the ordinary course of business with directors and officers of S.Y. Bancorp, and the Bank, their associates and corporations with which they are connected, including Mr. Priebe and Hall Contracting. These banking transactions are 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 S.Y. Bancorp. In the opinion of management, the banking transactions with Mr. Priebe and Hall Contracting do not involve more than the normal risk of collectability or present other unfavorable features. Loans made to directors and executive officers are in compliance with federal banking regulations and are thereby exempt from insider loan prohibitions included in the Sarbanes-Oxley Act of 2002.
The information in this Form 8-K and the attached Exhibits shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
D. Exhibits
99.1 Press Release dated August 22, 2012
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: |
August 22, 2012 |
S.Y. BANCORP, INC. |
||
|
|
||||
|
|
|
By: |
/s/ Nancy B. Davis |
|
|
Nancy B. Davis, Executive Vice |
||||
|
President, Treasurer and Chief |
||||
|
Financial Officer |
||||
Exhibit 99.1
Stephen M. Priebe Named to Board of Directors of S.Y. Bancorp and Stock Yards Bank & Trust
LOUISVILLE, Ky.--(BUSINESS WIRE)--August 22, 2012--S.Y. Bancorp, Inc. (NASDAQ:SYBT), parent company of Stock Yards Bank & Trust Company, with offices in the Louisville metropolitan area, Indianapolis and Cincinnati, today announced that Stephen M. Priebe has joined the Board of Directors for both the Company and the Bank. His appointment expands both Boards to 12 directors.
Commenting on the announcement, David Heintzman, Chairman and Chief Executive Officer, said, “We are delighted to welcome Steve Priebe to the Board of Directors. Because his company has been a long-time customer of the Bank, he brings a valuable perspective to our Board on banking from the customer’s point of view. Additionally, his business experience, Louisville roots and wide-ranging interests in civic-minded organizations give him a strong sense of our community, its needs, and the prospects and potential of the region.”
Priebe (age 48), is President of Hall Contracting of Kentucky, which provides construction services in the areas of heavy construction, electrical, civil, pipeline, highway and bridge work. A civil engineer, he began his career at Hall Contracting in 1986.
Priebe has had extensive involvement with many civic organizations throughout his career. He has been a speaker for the Kentucky Transportation Cabinet Disadvantaged Business Enterprise Training Program and is actively mentoring a local electric company. He earned a Bachelor of Science from the University of Kentucky in 1986 and received the Achievement in Construction Award from the Kentucky Society of Professional Engineers in 2003.
Louisville, Kentucky-based S.Y. Bancorp, Inc., with $2.1 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. The trust preferred securities of S.Y. Bancorp Capital Trust II also trade on the NASDAQ Global Select Market under the symbol SYBTP.
This 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.
CONTACT:
S.Y. Bancorp, Inc.
Nancy B. Davis, 502-625-9176
Executive
Vice President,
Treasurer and Chief Financial Officer