Current Report Filing (8-k)
March 02 2020 - 4:57PM
Edgar (US Regulatory)
false000083532400008353242020-02-252020-02-25
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): February 25, 2020
|
|
STOCK YARDS BANCORP, INC.
|
(Exact name of registrant as specified in its charter)
|
|
Kentucky
(State or other jurisdiction of
incorporation or organization)
|
001-13661
(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 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
|
Effective February 25, 2020, the Compensation Committee of the Board of Directors of Stock Yards Bancorp, Inc. (the "Company") approved
a revised form of grant agreement for one type of equity compensation award, performance-vested stock units (PSUs), for executive officers under the Company's 2015 Omnibus Equity Compensation Plan (the "Plan"), and awarded a maximum of 65,111
PSUs to a group consisting of the Chief Executive Officer and six other executives of the Company's subsidiary, Stock Yards Bank & Trust Company.
The PSUs will each vest if and to the extent that certain financial performance is achieved in a three-year performance period
(2020-2022 in the case of the most recent awards) and will entitle each grantee to issuance of one share of common stock for each vested PSU shortly after expiration of that three-year performance period. Vesting is based on two equally weighted
criteria. The first is the Company's cumulative earnings per share (“EPS”) during that period, compared to threshold, target and maximum EPS goals, as defined in the agreement, approved by the Committee. The second criteria measures where the
Company falls in a percentile ranking among peers' return on average assets. The peer group to which the Company will be ranked includes all publicly traded banks with assets between $1.5 and $7.0 billion, as ranked by S&P Global Market
Intelligence. Each award is subject to the Performance-Vested Stock Unit Grant Agreement between the Company and each of the executive officers, with the form of such agreement being the same in each case.
The granted PSUs generally require the executive to remain employed until the end of the performance period in order to vest and be
paid in shares of common stock, with prorated awards still paid to those who leave the Bank mid-cycle due to death, disability or termination on or after age 60 with 10 or more years of service. PSUs also vest at the target level (40% of the
maximum) if a change of control occurs before the performance period ends and are paid out shortly after the change of control if one occurs. Executives do not receive the benefit of any dividends or other distributions paid on stock related to
PSUs until after the stock is actually issued, if vested, at the end of the performance period. In addition, PSUs are subject to clawback under the Company's clawback policy, and the stock issued at the end of the performance period (net of
shares withheld for taxes) must be retained for a minimum holding period of one year, unless the executive's employment ends earlier.
The foregoing description of the PSU grant agreement is qualified in its entirety by the full text of the form of agreement, which is
attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01
|
Financial Statements and Exhibits.
|
D. Exhibits
|
10.1
|
|
|
|
|
|
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: March 2, 2020
|
STOCK YARDS BANCORP, INC.
|
|
|
|
By:
|
/s/ T. Clay Stinnett
|
|
|
T. Clay Stinnett, Executive Vice
President, Treasurer and Chief
Financial Officer
|
Stock Yards Bancorp (NASDAQ:SYBT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Stock Yards Bancorp (NASDAQ:SYBT)
Historical Stock Chart
From Apr 2023 to Apr 2024