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
27, 2015
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))
Item 5.07
|
Submission of Matters to a Vote of Securities Holders
|
On May 27, 2015, Porter Bancorp, Inc. held its 2015 annual meeting of
shareholders. At the meeting, shareholders elected six directors,
approved a non-binding advisory vote on the compensation of the
company’s executives, voted to conduct future votes on executive
compensation annually, and approved a proposal to authorize the
Company’s board of directors to effect, at its discretion, a reverse
stock split in order to maintain the listing of the Company’s common
shares on the NASDAQ Capital Market.
The votes cast on the four agenda items are set forth below:
1. Election of Directors.
Director
|
For
|
Withheld
|
Broker non-votes
|
|
|
|
|
W. Glenn Hogan
|
14,209,200
|
605,617
|
2,179,235
|
Michael T. Levy
|
14,212,519
|
602,298
|
2,179,235
|
Bradford T. Ray
|
14,210,924
|
603,893
|
2,179,235
|
N. Marc Satterthwaite
|
14,212,838
|
601,979
|
2,179,235
|
John T. Taylor
|
14,212,717
|
602,100
|
2,179,235
|
W. Kirk Wycoff
|
14,192,043
|
622,774
|
2,179,235
|
2. Proposal to approve, in a non-binding advisory vote, the compensation
of the company’s executives.
For
|
Against
|
Abstain
|
Broker non-votes
|
14,173,977
|
625,294
|
15,546
|
2,179,235
|
3. Non-binding advisory vote on the frequency of holding an advisory
vote on the compensation of the named executive officers.
1-year
|
2-years
|
3-years
|
Abstain
|
Broker non-votes
|
14,376,255
|
39,304
|
354,231
|
45,027
|
2,179,235
|
4. Proposal to authorize the board of directors to effect, at its
discretion, a reverse stock split in order to maintain our NASDAQ
listing.
For
|
Against
|
Abstain
|
Broker non-votes
|
16,272,325
|
695,960
|
25,767
|
0
|
No other proposals were voted upon at the annual meeting.
On May 27, 2015, Porter Bancorp issued a press release announcing the
results of four items submitted to a vote of its shareholders at the
Company’s 2015 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 27, 2015.
|
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 28, 2015
|
By
|
/s/ Phillip W. Barnhouse
|
|
|
|
Chief Financial Officer
|
4
Exhibit 99.1
Porter
Bancorp, Inc. Holds Annual Meeting of Shareholders
Shareholders
Elect Six Directors
LOUISVILLE, Ky.--(BUSINESS WIRE)--May 27, 2015--Porter Bancorp, Inc.
(NASDAQ: PBIB), parent company of PBI Bank, announced today that its
shareholders elected six directors, approved a non-binding advisory vote
on the compensation of the company’s executives, voted to conduct future
votes on executive compensation annually, and approved a proposal to
authorize our board of directors to effect, at its discretion, a reverse
stock split in order to maintain the Company’s NASDAQ listing.
In comments made at the meeting, John T. Taylor, President and CEO of
Porter Bancorp, Inc., stated, “We are pleased to announce that Porter
Bancorp recently regained compliance with NASDAQ’s listing rule
regarding the minimum closing bid price of its common stock. Our
stockholders also approved a reverse stock split proposal that will
provide our Board with additional flexibility to ensure our compliance
going forward.”
Taylor also added, “We have observed an unusually high volume of retail
trading volume in our common stock over the past few days. We remind
investors that regulatory rules require shareholders to notify the
Federal Reserve before acquiring more than 4.9% of our common shares. To
that end, our net deferred tax asset, which totaled approximately $50
million at March 31, 2015 before a full valuation allowance, remains
very important to the Company and the Bank. Should a shareholder acquire
such a level of our common stock, a significant portion of our deferred
tax asset could be permanently impaired.”
“We remain focused on improving Porter Bancorp’s asset quality as part
of our strategy to grow future earnings. Our first quarter’s results
highlighted our progress with a significant reduction in non-performing
assets and growth in earnings compared with the first quarter of last
year. We also continue to evaluate appropriate strategies for increasing
our capital,” concluded Taylor.
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 – President of Muirfield Insurance LLC of Kentucky, a
Lexington-based insurance brokerage firm
-
Bradford T. Ray – Retired Chairman and CEO of Steel Technologies,
Inc., a steel processor
-
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.
-
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. (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.
PBIB-G
CONTACT:
Porter Bancorp, Inc.
John T. Taylor, 502-499-4800
Chief
Executive Officer
Porter Bancorp, Inc. (delisted) (NASDAQ:PBIB)
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