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): April 26, 2018

STOCK YARDS 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))

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.

On April 26, 2018, shareholders of Stock Yards Bancorp, Inc. (the “Company”) approved Amendment No. 2 (the “Amendment”) to the Stock Yards Bancorp 2015 Omnibus Equity Compensation Plan (the “Plan”).  The Amendment:
 
 
Increases the number of shares of Common Stock reserved and available for issuance under the Plan by 500,000 shares;
 
Prohibits the payment or vesting of dividends or dividend equivalents on unvested awards; and
 
Adjusts the various share limits under the Plan solely to reflect how those limits apply following the Company’s 2016 stock split.

A copy of the full text of the Amendment is filed as Exhibit 10.1 to this report.  This summary of the Amendment is not intended to be a complete description of the Amendment and is qualified in its entirety by the actual text of the Amendment to which reference is hereby made.
 
Item 5.07    Submission of Matters to a Vote of Security Holders.

On April 26, 2018, the Company held its 2018 annual meeting of shareholders.  As of the record date for the Annual Meeting, there were 22,715,322 shares of Common Stock outstanding and entitled to one vote on each matter presented for vote at the Annual Meeting.  At the Annual Meeting, 16,592,865 or 73.05% of the outstanding common shares entitled to vote were represented in person or by proxy.  Those shares were voted as follows:

1.            The following individuals were nominated in 2018 to serve until the next annual meeting of shareholders in 2019.  All nominees were elected.  The results were as follows:

 
Votes
For
 
Votes
Against
 
Votes
Withheld
 
Broker
Non-Votes
Paul J. Bickel III
16,372,072
 
59,401
 
161,392
 
0
J. McCauley Brown
16,368,181
 
64,910
 
159,774
 
0
Charles R. Edinger III
15,835,633
 
594,791
 
162,441
 
0
David P. Heintzman
16,246,597
 
185,234
 
161,034
 
0
Donna L. Heitzman
16,147,298
 
273,083
 
172,484
 
0
Carl G. Herde
16,168,011
 
260,980
 
163,874
 
0
James A. Hillebrand
16,131,290
 
298,330
 
163,245
 
0
Richard A. Lechleiter
16,089,893
 
340,942
 
162,030
 
0
Richard Northern
16,285,355
 
142,364
 
165,146
 
0
Stephen M. Priebe
16,231,083
 
197,635
 
164,147
 
0
Norman Tasman
15,911,540
 
519,669
 
161,656
 
0
Kathy C. Thompson
16,115,758
 
315,512
 
161,595
 
0

2.            Proposal to amend the 2015 Omnibus Equity Compensation Plan:

For
15,164,299
Against
474,295
Abstain
954,271
Broker non-vote
0

3.            Proposal to approve a non-binding resolution to approve the compensation of the Company’s named executive officers.

For
15,233,711
Against
449,467
Abstain
909,687
Broker non-vote
0


 
Item 9.01    Financial Statements and Exhibits.
 
(d)         Exhibits
 
Exhibit No.
Description of 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.

Date: May 1, 2018

 
 
STOCK YARDS BANCORP, INC.
   
   
 
By:
/s/ Nancy B. Davis
   
Nancy B. Davis
   
Executive Vice President, Treasurer and
Chief Financial Officer