PBIB Porter Bancorp, Inc. (delisted)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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 28, 2014

PORTER BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)

(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))

On May 28, 2014, Porter Bancorp, Inc. held its 2014 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 increase the number of shares authorized for issuance under the 2006 Non-Employee Director Incentive Stock Plan from 400,000 shares to 700,000 shares, and approved an amendment to increase the number of shares authorized for issuance under the 2006 Stock Incentive Plan from 1,263,050 shares to 1,563,050.  

The votes cast on the four agenda items are set forth below:

1. Election of Directors.  

2. Proposal to approve, in a non-binding advisory vote, the compensation of the company’s executives.

3. Approval of Amendment to 2006 Non-Employee Director Incentive Stock Plan

4. Approval of Amendment to 2006 Stock Incentive Plan

No other proposals were voted upon at the annual meeting.

On May 28, 2014, Porter Bancorp issued a press release announcing the results of four items submitted to a vote of its shareholders at the Company’s 2014 annual meeting held earlier that day.  A copy of the press release is attached hereto as Exhibit 99.1.

SIGNATURES

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.

4

Exhibit 99.1

Porter Bancorp, Inc. Holds Annual Meeting of Shareholders

Shareholders Elect Seven Directors

LOUISVILLE, Ky.--(BUSINESS WIRE)--May 28, 2014--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, approved an amendment to the 2006 Non-employee Director Incentive Stock Plan, and approved an amendment to the 2006 Stock Incentive Plan at its annual meeting of shareholders.

In comments made at the meeting, John T. Taylor, President and CEO of Porter Bancorp, Inc., stated, “On behalf of Porter Bancorp and PBI Bank, we acknowledge outgoing board members David L. Hawkins, Sidney L. Monroe, Jr. and Stephen A. Williams today and offer our sincere gratitude for the time and effort they’ve dedicated to our board as we’ve worked to move the bank forward.

“We also want to recognize three new additions to the board and officially welcome Marc Satterthwaite, Mark Wheeler and Mike Levy to our solid team of directors,” continued Taylor. “I personally am very excited about the experience and expertise they bring to the table as we seek out growth opportunities and provide outstanding service to our customers.”

At the meeting, shareholders elected the following as directors to serve for a one-year term:

• W. Glenn Hogan – Chairman of Porter Bancorp, Inc. and CEO of a commercial real estate development firm
• Michael T. Levy – Vice President of Brown & Brown, a Lexington-based insurance brokerage firm
• William G. Porter – Retired CPA and manufacturing executive
• N. Marc Satterthwaite – Vice President, Director of Sales Operations, North America, for Brown-Forman Corporation, a diversified producer of fine quality consumer products
• John T. Taylor – President and CEO of Porter Bancorp, Inc., and President and CEO of PBI Bank, Inc.
• Mark F. Wheeler – Chief Financial Officer of PT Development, a Louisville-based management firm that specializes in providing management and other operational efficiencies to privately held physical therapy practices
• W. Kirk Wycoff – Managing Member of Patriot Financial Partners, L.P., a private equity fund focused on investing in community banks, thrifts and other financial service related companies

About Porter Bancorp, Inc.

Porter Bancorp, Inc., a bank holding company headquartered in Louisville, Kentucky, had $1.1 billion in assets as of March 31, 2014. Through Porter’s subsidiary PBI Bank, it operates 18 full-service banking offices in Kentucky. Porter Bancorp’s common stock is traded on the Nasdaq Global Market under the symbol “PBIB.”

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,” “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 currently expected due to various risks and uncertainties, including those discussed 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.

PBIB-G

CONTACT:
Porter Bancorp, Inc.
John T. Taylor, 502-499-4800
Chief Executive Officer