Current Report Filing (8-k)
May 23 2018 - 04:11PM
Edgar (US Regulatory)
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
23, 2018
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 1.01. Entry into a Material Definitive Agreement.
Item 3.03. Material Modification to Rights of Security Holders.
On May 23, 2018, Porter Bancorp, Inc. (the “Company”) entered into
Amendment No. 2 to the Tax Benefit Preservation Plan (the “Tax
Preservation Plan”) between the Company and American Stock Transfer &
Trust Company, LLC, as rights agent. The Tax Preservation Plan is
designed to preserve the benefits of the Company’s substantial tax
assets and is intended to deter the acquisition of 5% or more of the
common shares and non-voting common shares of the Company which could
cause an ownership change under Section 382 of the Internal Revenue Code
of 1986, as amended. The Tax Preservation Plan was originally entered
into on June 25, 2015, was amended by Amendment No. 1 dated August 5,
2015, and was scheduled to expire at the close of business on June 29,
2018. Amendment No. 2 to the Tax Preservation Plan, which was approved
by the Company’s Board of Directors, extends the final expiration date
of the Tax Preservation Plan to June 30, 2021.
The original Tax Preservation Plan is described in and included as
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 29,
2015. Amendment No. 1 to the Tax Preservation Plan is described in and
included as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q
filed August 5, 2015. Amendment No. 2 to the Tax Preservation Plan is
filed as Exhibit 4 hereto and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
As reported in Item 5.07 below, on May 23, 2018, the Company’s
shareholders approved two amendments to its articles of
incorporation. A proposal for each of these amendments was disclosed in
the proxy statement filed by the Company on Schedule 14A on April 13,
2018.
The shareholders approved an amendment to Article VIII of the Company’s
Articles of Incorporation to extend certain restrictions on share
transfers designed to protect the long-term value of accumulated tax
benefits to help protect the long-term value to the Company of its
operating losses and other tax benefits (collectively, “NOLs”). The
amendment extended the outside expiration date of these restrictions
until May 23, 2021. This amendment became effective on May 23, 2018
when Articles of Amendment to the Company’s Articles of Incorporation
were filed with the Kentucky Secretary of State.
The shareholders also approved an amendment to Article I of the
Company’s Articles of Incorporation to change the Company’s name from
Porter Bancorp, Inc. to Limestone Bancorp, Inc. This amendment has not
yet become effective.
Item 5.07. Submission of Matters to a Vote of Securities Holders.
On May 23, 2018, Porter Bancorp, Inc. held its 2018 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, approved an amendment to the Articles of
Incorporation to change the Company’s name to Limestone Bancorp, Inc.,
approved an amendment to the Articles of Incorporation to extend certain
restrictions on share transfers designed to protect the long-term value
of accumulated tax benefits, approved the 2018 Omnibus Equity
Compensation Plan, and approved a proposal to ratify the appointment of
the Company’s independent registered public accounting firm.
The votes cast on the six agenda items are set forth below:
1. Election of Directors.
|
|
Director
|
For
|
Withheld
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Broker non-votes
|
|
|
|
|
W. Glenn Hogan
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3,871,069
|
249,098
|
1,526,552
|
Michael T. Levy
|
3,866,414
|
253,753
|
1,526,552
|
James M. Parsons
|
3,870,965
|
249,202
|
1,526,552
|
Bradford T. Ray
|
3,861,884
|
258,283
|
1,526,552
|
Dr. Edmond J. Seifried
|
3,755,688
|
364,479
|
1,526,552
|
John T. Taylor
|
3,870,348
|
249,819
|
1,526,552
|
W. Kirk Wycoff
|
3,854,243
|
265,924
|
1,526,552
|
2. Proposal to approve, in a non-binding advisory vote, the
compensation of the Company’s executives.
|
|
For
|
Against
|
Abstain
|
Broker non-votes
|
4,106,748
|
5,639
|
7,780
|
1,526,552
|
|
|
|
|
3. Proposal to amend the Articles of Incorporation to change the
Company’s name to Limestone Bancorp, Inc.
|
|
For
|
Against
|
Abstain
|
Broker non-votes
|
5,627,382
|
3,479
|
10,151
|
5,707
|
|
|
|
|
4. Proposal to amend the Articles of Incorporation to extend certain
restrictions on transfer designed to protect the long-term value of
the Company’s accumulated tax benefits.
|
|
For
|
Against
|
Abstain
|
Broker non-votes
|
4,023,277
|
94,368
|
2,522
|
1,526,552
|
|
|
|
|
5. Proposal to approve the 2018 Omnibus Equity Compensation Plan
|
|
For
|
Against
|
Abstain
|
Broker non-votes
|
4,013,347
|
103,457
|
3,363
|
1,526,552
|
6. Proposal to ratify the appointment of the Company’s independent
registered public accounting firm.
|
|
For
|
Against
|
Abstain
|
Broker non-votes
|
5,635,508
|
1,220
|
9,991
|
-
|
No other proposals were voted upon at the annual meeting.
On May 23, 2018, Porter Bancorp issued a press release announcing the
results of six items submitted to a vote of its shareholders at the
Company’s 2018 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.
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.
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PORTER BANCORP, INC.
|
|
|
|
Date:
|
May 23, 2018
|
By
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/s/ Phillip W. Barnhouse
|
|
|
|
Chief Financial Officer
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5
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