<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
S.Y. BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
S.Y. BANCORP, INC.
1040 EAST MAIN STREET
LOUISVILLE, KENTUCKY 40206
(502) 582-2571
____________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
____________
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
S.Y. BANCORP, INC. ("Bancorp") will be held on Wednesday, April 22, 1998, at
10:00 a.m., at Stock Yards Bank & Trust Company's Exchange Building dining
room, 1048 East Main Street, Louisville, Kentucky 40206, for the following
purposes:
1. ELECTION OF DIRECTORS. To approve the action of the Board of
Directors fixing the number of directors at fifteen (15) and to
elect four (4) nominees as directors, each named in the accompanying
Proxy Statement.
2. APPROVAL OF INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK. To approve a proposed amendment to the Articles of
Incorporation to increase the number of authorized shares of Common
Stock from 5,000,000 to 10,000,000.
3. OTHER BUSINESS. To consider and act upon such other matters as may
properly be brought before the Annual Meeting or any adjournment
thereof.
Information regarding the matters to be acted upon at the meeting is
contained in the Proxy Statement accompanying this Notice.
Only those holders of Bancorp Common Stock of record at the close of
business on March 6, 1998, are entitled to notice of and to vote at the Annual
Meeting and any adjournment thereof.
We hope you will be represented at the meeting. Please sign and return the
enclosed proxy card in the accompanying envelope as promptly as possible,
whether or not you expect to be present in person. Your vote is important. The
Board of Directors of Bancorp appreciates the cooperation of shareholders in
directing proxies to vote at the meeting.
Louisville, Kentucky By Order Of The Board Of Directors
March 18, 1998
David H. Brooks
Chairman and Chief Executive Officer
YOUR VOTE IS IMPORTANT
PLEASE DATE, SIGN, AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING POSTAGE PAID ENVELOPE.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RELATIONSHIP OF BANCORP AND THE BANKS. . . . . . . .. . . . . . . . . . . 2
VOTING AT THE ANNUAL MEETING . . .. . . . . . . . . . . . . . . . . . . 2
PRINCIPAL HOLDERS OF BANCORP COMMON STOCK .. . . . . . . . . . . . . . . 3
ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . .. . . . . 4
MEETINGS AND COMMITTEES OF THE BOARD . . . . . . . . . . . . . . . . . . 9
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION . . . . . . . 10
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS . . . . .. . . . . . . 11
TRANSACTIONS WITH MANAGEMENT AND OTHERS . . . . . . . . . . .. . . . . . 17
APPROVAL OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCK . . .. . . . . 17
INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS . . . . .. . . . . . 18
SUBMISSION OF SHAREHOLDER PROPOSALS .. . . . . . . . . . . . . . . . . . 18
OTHER MATTERS . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
ANNUAL REPORT ON FORM 10-K
A COPY OF S.Y. BANCORP, INC.'S 1997 ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WITHOUT EXHIBITS, WILL BE PROVIDED WITHOUT
CHARGE WITHIN ONE BUSINESS DAY FOLLOWING RECEIPT OF A WRITTEN OR ORAL REQUEST
DIRECTED TO: MS. NANCY B. DAVIS, SENIOR VICE PRESIDENT, TREASURER AND CHIEF
FINANCIAL OFFICER, S.Y. BANCORP, INC., P.O. BOX 32890, LOUISVILLE, KENTUCKY
40232, (502) 625-9176.
<PAGE>
S.Y. BANCORP, INC.
1040 EAST MAIN STREET
LOUISVILLE, KENTUCKY 40206
(502) 582-2571
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1998
GENERAL
This Proxy Statement is furnished to the shareholders of S.Y. BANCORP,
INC. ("Bancorp") in connection with the solicitation of proxies by Bancorp's
Board of Directors for use at the Annual Meeting of Shareholders (the
"Annual Meeting")to be held on Wednesday, April 22, 1998, at 10:00 a.m.,
local time, at Stock Yards Bank & Trust Company's Exchange Building dining
room, 1048 East Main Street, Louisville, Kentucky 40206. The approximate
date on which this Proxy Statement and the accompanying proxy are first being
sent or given to shareholders is March 18, 1998. The mailing address of
Bancorp's principal executive offices is P.O. Box 32890, Louisville, Kentucky
40232-2890.
Only shareholders of record at the close of business on March 6, 1998,
are entitled to notice of and to vote at the Annual Meeting.
Any valid and unrevoked proxy will be voted as specified in the proxy.
If a shareholder does not specify otherwise, the shares represented by the
shareholder's proxy will be voted (a) FOR approval of the action of the Board
of Directors fixing the number of directors at fifteen (15) and FOR election
of the persons named in this Proxy Statement as directors of Bancorp, in
accordance with the terms and conditions set forth in this Proxy Statement;
(b) FOR approval of the proposed amendment to the Articles of Incorporation
to increase the number of authorized shares of Common Stock; and (c) in
their discretion, on any other matters that may properly come before the
Annual Meeting, or any adjournment thereof, including matters incident to its
conduct.
All expenses of preparing, printing, mailing, and delivering the proxy
and all materials used in the solicitation thereof will be borne by Bancorp.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telefax by directors and officers of Bancorp, none
of whom will receive additional compensation for such services. Bancorp has
also requested brokerage houses, custodians, and nominees to forward
soliciting materials to the beneficial owners of Bancorp's Common Stock, held
of record by them and will pay the reasonable expenses of such persons for
forwarding such materials.
Proxies may be revoked at any time before the taking of the vote at the
Annual Meeting by written notice of revocation to the Secretary of Bancorp,
by delivery of a later dated proxy or by voting in person at the meeting.
Attendance at the Annual Meeting will not have the effect of revoking a proxy
unless the shareholder so attending so notifies the Secretary in writing
prior to voting of the proxy.
1
<PAGE>
RELATIONSHIP OF BANCORP AND THE BANKS
Bancorp is a bank holding company within the meaning of the Bank
Holding Company Act of 1956 and pursuant to that act is registered with the
Board of Governors of the Federal Reserve System. Bancorp has two
subsidiaries. Both Stock Yards Bank & Trust Company ("the Kentucky Bank")
and Stock Yards Bank & Trust Company ("the Indiana Bank") are wholly owned by
Bancorp and engaged in the business of commercial banking. See "MEETINGS AND
COMMITTEES OF THE BOARD".
VOTING AT THE ANNUAL MEETING
On March 6, 1998, the record date for the Annual Meeting fixed by
Bancorp's Board of Directors, there were issued and outstanding, and entitled
to vote at the Annual Meeting, xxxxxxx shares of Bancorp Common Stock.
Bancorp has no class of stock other than common stock. The holders of a
majority of the total shares of Bancorp Common Stock issued and outstanding
and entitled to vote, whether present in person or by proxy, will constitute
a quorum for the transaction of business at the Annual Meeting. See note
(3) to the tabulation under the heading, "PRINCIPAL HOLDERS OF BANCORP COMMON
STOCK," for a discussion of shares held by the Kentucky Bank in fiduciary
capacities.
Each share of Bancorp Common Stock is entitled to one vote on all
matters presented to the shareholders with the exception of the election of
directors. In the election of directors, Kentucky's Constitution mandates
that shareholders have cumulative voting rights. Under cumulative voting
rights, each shareholder is entitled to cast as many votes in the aggregate
as equal the number of shares of Bancorp Common Stock owned by him or her
multiplied by the number of directors to be elected. Each shareholder, or
his or her proxy, may cast all of his or her votes (as thus determined) for a
single nominee for director or may distribute them among two or more
nominees, in the shareholder's discretion.
Approval of the increase in authorized shares of Common Stock (Item 2 on
the accompanying proxy) requires the affirmative vote of the holders of a
majority of the outstanding shares of Bancorp's Common Stock present or
represented at the Annual Meeting and entitled to vote on the proposal.
Directors will be elected by a plurality of the total votes cast at the
Annual Meeting. Assuming four directors are to be elected, a plurality means
that the four nominees receiving the highest number of votes will be deemed
elected.
Votes cast in person or by proxy at the Annual Meeting will be tabulated
by the judges appointed for the meeting, who will conduct the voting and
certify the results. The judges will also determine whether or not a quorum
is present at the meeting. A shareholder entitled to vote for the election
of directors may withhold authority to vote for all nominees for directors or
may withhold authority to vote for certain nominees for directors. A
shareholder may also abstain from voting on the proposals to fix the number
of directors and increase the number of authorized shares of Common Stock.
Votes withheld from the election of any nominee for director and abstentions
from any other proposal will be treated by the judges as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum, but will not be counted in the number of votes cast on any matter.
If a broker does not receive voting instructions from the beneficial owner of
shares on a particular matter and indicates on the proxy that it does not
have discretionary authority to vote on that matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
2
<PAGE>
PRINCIPAL HOLDERS OF BANCORP COMMON STOCK
At January 31, 1998, Bancorp had 3,289,617 shares of Bancorp Common
Stock issued and outstanding held by 745 shareholders of record. The
following tabulation shows the amount and percent of Bancorp Common Stock
owned beneficially at January 31, 1998, by those persons known by Bancorp to
own, or be deemed to own, beneficially five percent (5%) or more of such
stock. The tabulation also shows the beneficial ownership of Bancorp Common
Stock by all directors, executive officers and employees of Bancorp and the
Banks at January 31, 1998. Unless otherwise noted, the sole voting and
investment power with respect to such stock is held by the beneficial owner
named. For a tabulation of the beneficial ownership of Bancorp Common Stock
by individual directors of Bancorp and nominees for election as directors of
Bancorp at the Annual Meeting, see "ELECTION OF DIRECTORS."
<TABLE>
<CAPTION>
Amount and Nature Percent of
Name and Address of Beneficial Bancorp Common
of Beneficial Owner Ownership(1) Stock(1)(2)
------------------- ----------------- ---------------
<S> <C> <C>
Stock Yards Bank & Trust Company 395,750(3) 12.03%
1040 East Main Street
Louisville, Kentucky 40206
Directors and executive officers of 408,185 12.09%
Bancorp as a group (14 persons)(4)(5)
Directors, executive officers, and 524,079(6) 15.33%
employees of Bancorp and the Banks
as a group (116 persons)(4)(5)
</TABLE>
Notes:
(1) As of January 31, 1998.
(2) Shares of Bancorp Common Stock subject to currently exercisable options
under Bancorp's Stock Option Plan are deemed outstanding for computing the
percentage of Bancorp Common Stock of the person holding such options but
are not deemed outstanding for computing the percentage of Bancorp Common
Stock of any other person.
3
<PAGE>
(3) Held by the Kentucky Bank as agent, trustee, personal representative and
in other fiduciary capacities, including 35,516 shares held as Trustee
under the Kentucky Bank's Employee Stock Ownership Plan (the "ESOP"). As
to 33,365 shares held in the ESOP, participants direct the Kentucky Bank,
as Trustee, to vote the vested portion of the participant's account balance
attributable to Bancorp Common Stock. The other 2,151 shares held by the
Kentucky Bank as Trustee under the ESOP (together with any shares for
which no directions are received from participants in the ESOP) may then be
voted in the same proportions as the directions given to the Bank, as
trustee, by the respective participants. Under the ESOP, participants or
their beneficiaries are eligible to receive the balance of their accounts
in-kind upon retirement, death or disability. The vested portion of a
participant's account balance in the ESOP is eligible for distribution
in-kind upon termination of employment.
(4) "Executive Officer" means the chairman, president, any vice president in
charge of a principal business unit, division or function, or other officer
who performs a policy making function or any other person who performs
similar policy making functions and is so designated by the Board of
Directors.
(5) For a description of the voting and investment power with respect to the
shares beneficially owned by the fourteen directors and nominees for
election as directors of Bancorp, see the table under the heading,
"ELECTION OF DIRECTORS."
(6) The shares held by the group, include 44,955 shares held by nonexecutive
officers and employees of the Kentucky Bank. In addition, 43,262 shares
are subject to currently exercisable stock options and 27,676 shares are
held by present employees of the Kentucky Bank in their ESOP accounts at
December 31, 1997, with sole voting power and no current investment power.
Bancorp has not undertaken the expense and effort of compiling the number
of shares certain officers and employees of the Kentucky Bank may hold
other than directly in their own name.
ELECTION OF DIRECTORS
The Articles of Incorporation and Bylaws of Bancorp provide that the
Board of Directors shall be composed of not less than nine (9) nor more than
twenty-five (25) members. The bylaws provide that the exact number of
members shall be fixed each year by the Board of Directors prior to the
giving of notice of the Annual Meeting, subject to any later resolution
adopted by the shareholders at the Annual Meeting. At its February 10, 1998
meeting, the Board of Directors fixed the number of directors at fifteen
(15). The Board of Directors has recommended that the number of directors
constituting the Board be fixed at fifteen for the ensuing year, subject to
the approval of shareholders at the annual meeting. Assuming four directors
are to be elected, there will be fourteen (14) individuals serving on the
Board as of the date of the 1998 Annual Meeting.
Bancorp's Articles of Incorporation direct the Board of Directors to be
classified into three classes of directors of as nearly equal size as
possible with only one class of directors being elected each year.
Accordingly, at the 1998 Annual Meeting, four Directors are to be elected to
hold office for three-year terms, or until their successors are elected and
qualified. Unless otherwise instructed, it is intended that the shares
represented by the enclosed proxy will be voted for the election of the
nominees named below. Proxies may not be voted for a greater number of
persons than the number of nominees named below.
4
<PAGE>
At the Annual Meeting, a resolution will be submitted approving the
action of the Board of Directors fixing the number of directors at fifteen
(15), and, if such resolution is adopted, the four persons named in the
following table will be nominated on behalf of the Board of Directors for
election as directors of Bancorp. The affirmative vote of a majority of the
shares of Bancorp Common Stock represented at the Annual Meeting in person or
by proxy will be required for approval of the resolution fixing the number of
directors.
In the event (1) any person or persons other than the following
nominees are nominated as directors, or (2) the number of directors to be
elected shall be less or more than four, the proxies named in the enclosed
proxy, or their substitutes, shall have the right in their discretion to vote
for some number less or more than all the nominees or for less or more than
all of the aforesaid nominees. In the event any of the nominees becomes
unwilling or unable to accept nomination or election, the said proxies shall
have the right to vote for any substitute nominee in place of the nominee who
has become unwilling or unable to accept nomination or election. The Board of
Directors has no reason to believe that any of the nominees will be
unavailable to serve as a director.
All of the nominees and continuing directors of Bancorp are currently
serving as directors of the Kentucky Bank and were elected to that position
on April 23, 1997, by the written consent of Bancorp, the sole shareholder of
the Kentucky Bank. It is anticipated that, if elected as directors of
Bancorp at the Annual Meeting, Bancorp, as the sole shareholder of the
Kentucky Bank, will, by written consent, elect the following nominees and
continuing directors of Bancorp as directors of the Kentucky Bank to serve a
one year term.
There are no arrangements or understandings regarding the selection or
election of any of the following nominees as directors of Bancorp. All
nominations for membership on the Board of Directors of Bancorp originated
with the Board of Directors.
NOMINEES TO SERVE A THREE YEAR TERM EXPIRING 2001
<TABLE>
<CAPTION>
Bancorp Common Stock
Beneficially Owned
Name, Age, And at January 31, 1998
Year First Became Principal Occupation: ---------------------------------
Director (1) Certain Directorships(2)(3) Amount(4)(5) % of Class
- ----------------- ---------------------------- ------------ -----------
<S> <C> <C> <C>
David H. Brooks Chairman and Chief 42,959(8) 1.30%
Age 55 Executive Officer, S.Y.
Director since 1985 Bancorp, Inc. and Stock
Yards Bank & Trust Company(7)
Carl T. Fischer, Jr. President, Meadowlake Farm 30,832(9) (6)
Age 64 Stables, Inc.; Farmer and
Director since 1980 Horse Breeder
Stanley A. Gall, M.D. Professor and Chairman, 1,790 (6)
Age 61 Department of Obstetrics
Director since 1994 (10) and Gynecology,
University of Louisville
Henry A. Meyer President, Henry 46,794(11) 1.42%
Age 67 Fruechtenicht Co., Inc.;
Director since 1966 Vice Chairman,
S.Y. Bancorp, Inc.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Bancorp Common Stock
Beneficially Owned
Name, Age, And at January 31, 1998
Year First Became Principal Occupation: ---------------------------------
Director (1) Certain Directorships(2)(3) Amount(4)(5) % of Class
- ----------------- ---------------------------- ------------ -----------
<S> <C> <C> <C>
CONTINUING DIRECTORS - TERM EXPIRING 1999
Charles R. Edinger, III Vice President, 22,635(12) (6)
Age 48 J. Edinger & Son, Inc.
Director since 1984
David P. Heintzman President, S.Y. Bancorp, Inc. 32,525(14) (6)
Age 38 and Stock Yards Bank & Trust
Director since 1992 Company(13)
Norman Tasman President, Secretary and 58,284(16) 1.77%
Age 46 Treasurer, Tasman Industries, Inc.;
Director since 1995(15) President, Tasman Hide
Processing, Inc.
Kathy C. Thompson Executive Vice President and 16,050(19) (6)
Age 36 Secretary, S.Y. Bancorp, Inc.;
Director since 1994 (17) Executive Vice President,
Stock Yards Bank & Trust
Company(18)
Bertrand A. Trompeter Retired, John F. 25,410(21) (6)
Age 69 Trompeter Co., Inc.
Director since 1980(20)
CONTINUING DIRECTORS - TERM EXPIRING 2000
James E. Carrico President, Reager Harris 9,332 (6)
Age 56 DBA/Accordia of Kentucky
Director since 1978
Jack M. Crowner Owner 33,217(22) 1.01%
Age 65 Jack Crowner & Associates
Director since 1979
Leonard Kaufman Retired Chairman and Chief 66,603(24) 2.01%
Age 68 Chief Executive Officer,
Director since 1964 S.Y. Bancorp, Inc. and Stock
Yards Bank & Trust Company(23)
George R. Keller Founder, Tumbleweed 8,340(25) (6)
Age 48 Mexican Food, Inc.;
Director since 1991 Managing Member,
First Blue Rock Grill,LLC
Bruce P. Madison Vice President and 13,413(26) (6)
Age 47 Treasurer, Plumbers
Director since 1989 Supply Company, Inc.
</TABLE>
6
<PAGE>
Notes:
(1) Ages listed are as of December 31, 1997.
(2) Except as otherwise noted, each director and nominee has been
engaged in his or her principal occupation for five years or more.
(3) No director or nominee holds any directorship in a company with a class
of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934 or subject to the requirements of Section 15(d) of
such act or any company registered as an investment company under the
Investment Company Act of 1940.
(4) This column includes, in some instances, shares in which members of the
nominee's or director's immediate family have a beneficial interest.
The column does not, however, include the interest of certain of the
listed nominees or directors in shares held by other non-dependent
family members in their own right. In each case, the principal disclaims
beneficial ownership of any such shares, and declares that the listing
in this Proxy Statement should not be construed as an admission that the
principal is the beneficial owner of any such securities.
(5) Includes 150 qualifying shares for each director and, for each
non-employee director, 800 shares subject to currently exercisable stock
options issued under Bancorp's stock option plan.
(6) Less than one percent (1%) of outstanding Bancorp Common Stock.
(7) Mr. Brooks was appointed Chairman and Chief Executive Officer of Bancorp
and the Kentucky Bank in January, 1993. Prior thereto he was President
of Bancorp and the Kentucky Bank.
(8) Includes 25,848 shares subject to currently exercisable stock options
issued under Bancorp's Stock Option Plans, 1,310 shares held by Mr.
Brooks as custodian for his son, 11,584 shares owned by Mr. Brooks's
wife, and 3,229 shares held in Mr. Brooks's ESOP account at December 31,
1997.
(9) Includes 19,616 shares held by Mr. Fischer as trustee under an
irrevocable trust established by his father.
(10) Dr. Gall was elected as a director of Bancorp and the Kentucky Bank at the
meetings of the respective Boards of Directors held on January 11, 1994.
Dr. Gall was re-elected to the Board at the April, 1994 Annual Meeting.
(11) Includes 21,942 shares owned by Mr. Meyer's wife.
(12) Includes 10,380 shares owned by Mr. Edinger's wife.
(13) Mr. Heintzman was appointed President of Bancorp and the Kentucky Bank in
January, 1993. He was appointed Treasurer and Chief Financial Officer of
Bancorp in April, 1989 and Secretary in February, 1990. Prior thereto, he
was Assistant Treasurer of Bancorp and Executive Vice President of the
Kentucky Bank. See Note (20) below.
(14) Includes 18,588 shares subject to currently exercisable stock options
issued under Bancorp's Stock Option plans, 1,470 shares owned by Mr.
Heintzman's wife, 884 shares held by Mr. Heintzman as custodian for his
minor daughter, and 2,019 shares held in Mr. Heintzman's ESOP account at
December 31, 1997.
7
<PAGE>
(15) Mr. Tasman was elected as a director of Bancorp and the Kentucky Bank at
the meetings of the respective Boards of Directors held on January 10,
1995. Mr. Tasman was re-elected to the Board at the April, 1995 Annual
Meeting.
(16) Includes 46,000 shares owned by Mr. Tasman's mother for which Mr. Tasman
shares voting control but from which he derives no economic benefit.
Includes 9,968 shares held jointly by Mr. Tasman and his wife, and 1,112
shares held as custodian for his minor son.
(17) Ms. Thompson was elected as a director of Bancorp and the Kentucky Bank
at the meetings of the respective Boards of Directors held in January,
1994. Ms. Thompson was re-elected to the Board at the April, 1994 Annual
Meeting.
(18) Ms. Thompson joined the Kentucky Bank in June, 1992 as Senior Vice
President and Manager of the Trust Division. Prior thereto, she was a
Vice President of PNC Bank Kentucky's Trust Division.
(19) Includes 13,640 shares subject to currently exercisable stock options
issued under Bancorp's Stock Option Plans and 440 shares held in Ms.
Thompson's ESOP account at December 31, 1997.
(20) Mr. Trompeter is the father-in-law of Mr. David P. Heintzman. No other
family relationship exists among the directors and executive officers of
Bancorp or the Banks.
(21) Includes 13,817 shares owned by Mr. Trompeter's wife and 3,267 held in a
trust account from which Mr. Trompeter derives beneficial interest.
(22) Includes 20,134 shares owned by Mr. Crowner's wife.
(23) Prior to his retirement in January, 1993, Mr. Kaufman was Chairman and
Chief Executive Officer of Bancorp and the Kentucky Bank.
(24) Includes 19,780 shares subject to currently exercisable stock options
issued under Bancorp's Stock Option Plan, 25,930 shares owned by Mr.
Kaufman's wife, and 78 shares jointly owned by Mr. Kaufman and his
wife.
(25) Includes 1,155 shares jointly owned by Mr. Keller and his wife.
(26) Includes 4,791 shares jointly owned by Mr. Madison and his wife, 398
shares owned by Mr. Madison's wife, and 7,025 shares held by Mrs.
Madison as custodian for their minor children.
Messrs. David H. Brooks and David P. Heintzman and Ms. Thompson are Bancorp's
three executive officers and the above tabulation also includes other
information with respect to them. Bancorp's executive officers serve at the
pleasure of Bancorp's Board of Directors and there are no arrangements or
understandings regarding their selection or appointment as officers of Bancorp.
8
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
BOARD MEETINGS
During 1997, the Board of Directors of Bancorp held a total of thirteen
regularly scheduled and special meetings.
All directors of Bancorp are also directors of the Kentucky Bank. Mr.
Brooks and Mr. Heintzman serve as directors for the Indiana Bank. During
1996, the Kentucky Bank's Board of Directors held a total of fourteen
regularly scheduled and special meetings. The Indiana Bank's Board of
Directors held twelve meetings in 1997.
All incumbent directors attended at least 75% of the aggregate number of
meetings of the Board and the committees of which they were members.
COMMITTEES OF BANCORP
Bancorp has a standing Audit Committee and Compensation Committee of the
Board of Directors.
Bancorp's Board of Directors considers matters relating to the selection
and nomination of directors, but there is no standing nominating committee of
the Board of Directors. There are no formal procedures whereby a security
holder may recommend nominees to the Board of Directors.
AUDIT COMMITTEE. The Audit Committee consists of four members of
Bancorp's Board of Directors: Charles R. Edinger, III, Carl T. Fischer, Jr.,
Bertrand A. Trompeter, and Henry A. Meyer. The committee held four meetings
in 1997. The committee reviews with Bancorp's independent auditors the
general audit plan and results of the audit engagement, other services
performed by the auditors, and the audit fees. Review of internal audit
officer's plans and reports, regulatory compliance officer's plans and
reports and internal accounting controls are part of the function of the
committee.
COMPENSATION COMMITTEE. The Compensation Committee consists of four
members of Bancorp's Board of Directors. The committee considers matters
relating to the salary and other compensation of officers of the Kentucky and
Indiana Banks and Bancorp. The members of the committee are Bruce P.
Madison, James E. Carrico, Jack M. Crowner, and Henry A. Meyer. The
committee meets at least annually and held three meetings in 1997.
9
<PAGE>
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
It is the philosophy of the Compensation Committee to ensure the
compensation of Bancorp's executive officers is adequate to attract and
retain talented individuals with proven abilities to lead Bancorp and the
Banks so growth and profitability are realized while maintaining stability
and capital strength.
Corporate profitability and shareholder value are important performance
measurements; however, executive officer base compensation is not directly
related to either. Compensation levels are determined by a number of factors
including comparisons with companies of similar size and complexity. While
executive base compensation is not quantitatively related to Bancorp's or the
Banks' financial performance, there is a qualitative relationship between
performance and executive officer compensation. The salary increases noted
in the Summary Compensation Table under the heading "COMPENSATION OF
EXECUTIVE OFFICERS AND DIRECTORS," were made in light of Bancorp's and the
Banks' market and earnings growth and other favorable factors. Salaries are
based on individual performance contributions within a competitive salary
range for each position. Pay levels are competitive within a range the
Committee considers to be reasonable and necessary.
The salary of the Chief Executive Officer is determined substantially as
described above with additional considerations. A range of salaries is
determined by gathering information regarding salaries at similarly sized
banks and other businesses. This information is obtained from industry
publications such as SNL EXECUTIVE COMPENSATION REVIEW for banks, and from
area business publications such as BUSINESS FIRST, a weekly business
newspaper of the Louisville metropolitan area. The Compensation Committee
considers the Chief Executive Officer's leadership skills and managerial
results. Among these considerations are consolidated financial performance
and condition, growth of the Banks, regulators' conclusions, community
involvement and the CEO's ability to choose and lead his management team.
Both subjective and objective as well as quantitative and qualitative
measures are used. The Compensation Committee reaches a conclusion as to an
appropriate salary and presents it to the Board of Directors for discussion
and approval. While peer group comparisons of salaries include companies
which are also included in the indices used for the shareholder return
performance graph on page 15 there is no direct correlation between the
companies used in CEO compensation and companies included in that graph.
Beginning in 1993, the Board of Directors of the Kentucky Bank approved
an incentive compensation plan which included all officers. The objectives
of this performance based plan include helping to attract, retain and reward
employees. Obtaining and retaining talented officers helps ensure Bancorp's
profitability and financial strength. The annual determination as to whether
any incentive will be paid is based upon the achievement of certain set goals
for earnings growth, return on average assets and return on average equity.
In 1995, the Compensation Committee changed the executive officers'
compensation arrangements to be more heavily weighted toward incentives than
those arrangements had been in the past. The committee feels that in a time
of significant expansion, there is potential for strong earnings growth as
long as the process is managed with adequate focus on cost control to prevent
deterioration of earnings. Therefore, the committee established a tiered
incentive program based upon the achievement of net income goals and
executive officers' base salaries were increased only nominally for 1995.
For 1997, executive officers salaries were increased based upon historical
performance and the complexity of the organization. Incentive arrangements
remained in place to help provide a reward for achievement of extraordinary
operational and financial results. Incentives are computed using a formula
based upon the amount net income and other factors increase over the prior
year. Amounts in 1995, 1996 and 1997 under this incentive plan for
individuals listed in the Summary Compensation Table are shown in the column
entitled "Bonus".
10
<PAGE>
The Committee also believes by providing those persons who have
responsibility for the management and growth of Bancorp and the Banks with an
opportunity to increase their ownership of Bancorp Common Stock, the best
interests of shareholders and officers will be similarly aligned. Executive
officers are granted options, from time to time, giving them the right to
purchase Bancorp Common Stock at a specified price in the future. The
number of stock options granted is based upon individual performance
contributions and comparative practices. See the discussion under
"COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS-Stock Incentive Plan" page
12. All options for shares available for issuance under the 1984 Stock
Option Plan have been granted. The 1995 Stock Incentive Plan was approved by
shareholders at the 1995 Annual Meeting.
In summary, the Committee believes the total compensation program for
Bancorp's executive officers is competitive with programs offered by similar
institutions, and executive compensation is appropriate to further the goals
and objectives of Bancorp and the Banks.
COMPENSATION COMMITTEE
James E. Carrico
Jack M. Crowner
Bruce P. Madison
Henry A. Meyer
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table shows the compensation paid by the Kentucky Bank for
the three years ended December 31, 1997, for services in all capacities to
executive officers of Bancorp.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPEN-
ANNUAL COMPENSATION SATION
---------------------------------------- ---------
OTHER SECURITIES
NAME AND ANNUAL UNDER- ALL OTHER
PRINCIPAL COMPEN- LYING COMPEN-
POSITION YEAR SALARY BONUS(1) SATION(2) OPTIONS SATION (3)
- --------- ---- ------ ------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
David H. Brooks 1997 $195,000 $78,000 - 2,000 $37,457
Chairman and Chief 1996 185,000 55,000 - - 35,232
Executive Officer 1995 175,000 85,000 - 13,600(4) 37,333
David P. Heintzman 1997 159,000 63,600 - 2,000 36,200
President 1996 150,000 45,000 - - 34,019
1995 130,000 65,000 - 13,600(4) 34,666
Kathy C. Thompson 1997 108,000 30,000 - 1,000 28,894
Executive Vice 1996 100,000 20,000 - - 26,839
President and 1995 94,000 12,000 - 10,000(4) 26,284
Secretary
</TABLE>
11
<PAGE>
Notes:
(1) Incentive compensation plan is described in "REPORT OF COMPENSATION
COMMITTEE ON EXECUTIVE COMPENSATION," page 10.
(2) The aggregate amount of all perquisites and other personal benefits
received by the individuals listed in the above table did not exceed 10
percent of the total annual salary reported for the respective executive
officer.
(3) Includes director compensation (See "COMPENSATION OF EXECUTIVE OFFICERS AND
DIRECTORS-Director Compensation") and contributions by the Kentucky Bank to
the Bank's defined contribution plans (money purchase, deferred income
(401(k)) profit sharing and employee stock ownership plans). For
Mr. Brooks, these amounts are $8,400; $15,962; $6,400; and $3,200,
respectively. For Mr. Heintzman, these amounts are $8,300; $15,839; $6,360
and $3,180, respectively. For Ms. Thompson, these amounts are $8,400;
$9,563; $6,480; and $2,160, respectively. Also includes for Mr. Brooks,
Mr. Heintzman and Ms. Thompson, respectively, $3,495, $2,521 and $2,291
representing various payments, primarily life insurance policy premiums.
The officer's families are the beneficiaries of these policies.
(4) Adjusted for effect of 1996 2-for-1 stock split.
STOCK INCENTIVE PLAN
Bancorp has a stock option plan under which options may be granted to
officers, other key employees of the Banks, and non-employee directors. Key
employees are those persons who, in the judgement of the Compensation
Committee, are mainly responsible for the success of the Banks. Options under
this plan are granted at the fair market value of Bancorp's Common Stock at
the time of the grant.
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table summarizes options granted during fiscal 1997 to
the executive officers named in the Summary Compensation Table, and the value of
the options held by such persons at the end of 1997.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Number of % of Appreciation for
Securities Total Option Term(2)
Underlying Options Exercise ------------------------------
Options Granted Price Expiration Option Term(2)
Name Granted in 1997 Per Share Date 5% 10%
- ---- ----------- ------- --------- ---------- ------------------------------
<S> <C> <C> <C> <C> <C> <C>
David H. Brooks 2,000(1) 9.52% $29.00 1/3/2007 $ 36,476 92,438
David P. Heintzman 2,000(1) 9.52% 29.00 1/3/2007 36,476 92,438
Kathy C. Thompson 1,000(1) 4.76% 29.00 1/3/2007 18,238 46,219
All Shareholders 3,271,480 n/a n/a n/a $59,665,252 $151,204,534
</TABLE>
(1) These options were granted in January, 1997 and became exercisable six
months following the grant date.
(2) All shareholders are shown for comparison purposes only. The potential
realizable value to all shareholders is the aggregate net gain for all
shareholders, assuming a hypothetical ten-year option granted at
$29.00 per share in January, 1997, if the price of Bancorp stock
increases at the assumed annual rates shown in the table. There can be
no assurance that Bancorp's Stock will perform at the assumed annual
rates shown in the table. Bancorp neither makes or endorses any
prediction as to future stock performance. The potential realizable
value of stock price appreciation for the option term for all
executive officers of Bancorp at 5% is $91,190 and at 10% is $231,095,
which represents .15% of the total potential realizable value for all
shareholders at 5% and 10%.
12
<PAGE>
The following table shows, as to the individuals included in the Summary
Compensation Table, information as to aggregate options exercised in 1997 and
December 31, 1997 year end option values.
AGGREGATED OPTIONS EXERCISED IN 1997 AND 1997 YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES ACQUIRED VALUE OPTIONS AT IN THE MONEY OPTIONS AT
NAME ON EXERCISE REALIZED DECEMBER 31, 1997 DECEMBER 31,1997
---- --------------- -------- ---------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
David H. Brooks - $- 25,848 1,992 $779,538 $58,085
David P. Heintzman - - 21,492 1,992 586,691 58,085
Kathy C. Thompson - - 15,400 1,992 364,980 51,320
</TABLE>
SENIOR OFFICER SECURITY PLAN
The Kentucky Bank has established a Senior Officer Security Plan (the
"Security Plan") for a select group of management and highly compensated
officers who contribute materially to the continued growth, development and
future business success of the Kentucky Bank. Life insurance owned and
paid for by the Kentucky Bank has been purchased on each covered officer.
The Security Plan is designed so that if the assumptions made as to
mortality experience, policy dividends and other factors are realized, the
Kentucky Bank will recover both the cost of benefits and after tax costs of
the plan. The amount of benefits to be received under the Security Plan
was determined by projecting each participant's current salary amount to
that at his/her retirement date. His/her expected social security benefits
and expected benefits under the defined contribution plans were also
estimated. The Security Plan supplemental retirement benefit amount was
determined to be the amount necessary to bring total retirement payments to
an approximate 75% of his/her projected salary at retirement age.
Under the Security Plan, the following individuals listed in the
Summary Compensation Table at page 11 will receive the following annual
supplemental retirement benefits at their normal retirement age of 65:
David H Brooks, $84,000 each year for 15 years
David P. Heintzman, $136,500 each year for 15 years
Kathy C. Thompson, $82,000 each year for 15 years
In addition, there are pre-retirement death and disability benefits
provided for Mr. Brooks in the Security Plan.
13
<PAGE>
SENIOR EXECUTIVE SEVERANCE AGREEMENT
The Kentucky Bank has established a Senior Executive Severance
Agreement (the "Severance Agreement") for certain senior officers,
including the Executive Officers, of the Kentucky Bank. Bancorp and the
Kentucky Bank have concluded it to be in the best interests of Bancorp, its
Shareholders and the Kentucky Bank to take reasonable steps to help assure
key executives of the Kentucky Bank that they will be treated fairly in the
event of a tender offer or takeover bid, or an actual change of control.
It is important, should Bancorp receive take over or acquisition proposals
from third parties, that Bancorp be able to call upon the key executives of
the Kentucky Bank for their advice and assessment of whether such proposals
are in the best interests of shareholders, free of the influences of their
personal employment situations. This severance agreement was not entered
into because of any belief by management that a change in control of
Bancorp was imminent.
The Severance Agreement provides that, in the event (1) an executive
is forced to resign following a change in control of Bancorp or (2) an
executive voluntarily terminates employment with the Kentucky Bank for up
to three years following a change in control, the Kentucky Bank will pay
the executive a severance payment equal to 299 percent of the executive's
annual salary. Should voluntary termination occur between 24 and 36 months
following the change in control, the executive will receive only 2/3 of the
severance payment. Furthermore, if the executive is 58 years old or more
at the date of the severance payment, the amount of the payment is reduced.
As the executive approaches retirement age of 65 years, the severance
payment decreases proportionately to zero at age 65. The severance
agreement also provides that the Kentucky Bank pay legal fees and expenses
incurred in contesting any termination or enforcing the severance
agreement.
In the event of receipt of severance payments by an executive officer,
the executive officer, for a period of eighteen months will not solicit
customers of the Kentucky Bank, divert from the Kentucky Bank any customer
of the Kentucky Bank or solicit for employment any employee of the Kentucky
Bank.
DIRECTOR COMPENSATION
Directors of Bancorp receive no compensation for attendance at
regular or special meetings of the board if the meetings are held
immediately before or after a regular or special meeting of the Board of
Directors of the Kentucky Bank. However, Bancorp's directors are paid $600
for each meeting of Bancorp's Board of Directors attended if the meeting is
not held immediately before or after a meeting of the Board of
Directors of the Kentucky Bank. Bancorp's directors, who are also
directors of the Kentucky Bank, are paid $600 for each Kentucky Bank board
meeting attended. Non-employee directors receive an annual retainer of
$1,200.
Non-employee directors of Bancorp and the Kentucky Bank who are
members of the various committees of the respective Boards of Directors are
also paid the following fees: $200 per meeting attended of Bancorp's Audit
Committee and the Kentucky Bank's Compensation, Loan and Trust Committees.
Beginning in 1995, non-employee directors receive options to purchase
1,000 shares of Bancorp Common Stock. These options are granted at the
fair market value of Bancorp Common Stock at the time of the grant.
Directors of the Indiana Bank are not compensated for attendance at
meetings of the Board of Directors of the Indiana Bank.
14
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following performance graph compares the performance of Bancorp Common
Stock to the NASDAQ U.S. index and to the NASDAQ Banking index for Bancorp's
last five fiscal years. The graph assumes the value of the investment in Bancorp
Common Stock and in each index was $100 at December 31, 1992, and that all
dividends were reinvested.
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
S.Y. Bancorp, Inc. 100.00 138.30 173.84 249.95 352.86 517.01
NASDAQ U.S. Index 100.00 114.71 112.13 158.65 195.13 238.35
NASDAQ Banking Index 100.00 113.96 113.63 169.24 223.63 372.66
</TABLE>
15
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Kentucky Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with certain directors and
officers of Bancorp and the Banks and their associates, as well as with
corporations or organizations with which they are connected as directors,
officers, shareholders or partners, on substantially the same terms (including
interest rates and collateral) as those prevailing at the time for comparable
transactions with other persons. In the opinion of management of Bancorp and
the Banks, such transactions do not involve more than the normal risk of
collectibility or present other unfavorable features.
At December 31, 1997, loans to directors and officers of Bancorp and the
Banks and their associates totaled $2,602,000, equaling 7.1% of the Bancorp's
consolidated stockholders' equity.
During 1997, Bancorp and the Banks purchased property damage and other
insurance through Accordia of Louisville/ReagerHarris, Inc., a general insurance
agency, for which net premiums aggregating $157,000 were paid to Accordia of
Louisville/ReagerHarris, Inc. Net commissions earned by Accordia of
Louisville/ReagerHarris, Inc., on account of such insurance totaled $12,800 in
1997. Mr. James E. Carrico, a director of Bancorp and the Kentucky Bank, is a
shareholder, director and President ReagerHarris, dba Accordia of Kentucky.
ITEM 2. APPROVAL OF THE AMENDMENT OF
THE ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
The Board of Directors has recommended that Article VI of Bancorp's
Articles of Incorporation be amended to increase the number of authorized shares
of Common Stock from 5,000,000 to 10,000,000 shares, subject to approval by
shareholders at the Annual Meeting. The additional authorized shares will be
available for stock dividends, split, options, public or private issuances of
Common Stock, and other general corporate purposes. When required for such
purposes, such shares will be issued on such terms as the Board of Directors
determines to be in the best interests of Bancorp without further action by the
shareholders, unless such action is then required by applicable law or the rules
of any stock exchange on which Bancorp's securities may be listed. Some of
these potential uses may decrease certain per share financial measures for a
period of time and may diminish a shareholder's percentage of voting power in
Bancorp. Holders of Common Stock have no preemptive rights to subscribe to any
shares of stock in Bancorp. Other than management considering the advisability
of a stock split within the next year, there are no current plans, arrangements
or understandings for these additional authorized shares of Common Stock.
The proposed increase in the authorized number of shares of Common
Stock could be construed as having an anti-takeover effect, although the
amendment to increase the authorized Common Stock was not proposed for that
purpose. Under certain circumstances, such shares could be used to create
impediments to or to frustrate persons seeking to effect a takeover or otherwise
gain control of Bancorp. Such shares could, for example, be privately placed
with purchasers who might side with the Board of Directors in opposing a hostile
takeover bid. Alternatively, such shares could be used in connection with a
shareholder rights plan. Bancorp has no such plan, however, nor any present
intention of adopting one.
16
<PAGE>
Also, the amendment to increase the authorized Common Stock might be
considered as having the effect of discouraging an attempt by another person or
entity, through the acquisition of a substantial number of shares of Bancorp's
Common Stock, to acquire control of Bancorp with a view to imposing a merger,
sale of all or any part of Bancorp's assets or a similar transaction since the
issuance of new shares could be used to dilute the stock ownership of any such
person or entity. As indicated above, the Board of Directors does not have any
present intent to issue any shares of Common Stock primarily for anti-takeover
purposes.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present or represented at the annual Meeting and entitled
to vote on the proposal is required for approval of the proposed amendment. All
directors and officers of Bancorp are expected to vote in favor of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE
PROPOSED INCREASE IN AUTHORIZED COMMON STOCK.
INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick has been engaged to audit the consolidated financial
statements of Bancorp for the past eight years. Management intends to recommend
that KPMG Peat Marwick be engaged to perform the independent audit of Bancorp's
consolidated financial statements for the year ending December 31, 1998, and it
is anticipated that such recommendation will be followed by Bancorp's Board of
Directors.
Representatives of KPMG Peat Marwick will be present at the Annual Meeting,
will have the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any proposals by shareholders intended to be presented at Bancorp's 1999
Annual Meeting of shareholders must be received by Bancorp at its principal
executive offices by November 20, 1998, to be included in Bancorp's Proxy
Statement and form of proxy for the 1999 Annual Meeting. The Board of Directors
will decide, subject to the rules of the Securities and Exchange Commission,
whether such proposals are appropriate for inclusion in the proxy statement and
form of proxy.
In addition, Bancorp's Bylaws impose certain advance notice requirements on
a shareholder nominating a director or submitting a proposal to an Annual
Meeting. Such notice must be submitted to the secretary of Bancorp no earlier
than 90, nor later than 60, days before an Annual Meeting, and must contain the
information prescribed by the Bylaws, copies of which are available from the
secretary. These requirements apply even if the shareholder does not desire to
have his or her nomination or proposal included in Bancorp's proxy statement.
17
<PAGE>
OTHER MATTERS
The officers and directors of Bancorp do not know of any matters to be
presented for shareholder approval at the Annual Meeting other than those
described in this Proxy Statement. If any other matters should come before the
Annual Meeting, the Board of Directors intends that the persons named in the
enclosed form of proxy, or their substitutes, will vote such proxy in accordance
with their best judgment on such matters.
By Order Of The Board Of Directors
David H. Brooks
Chairman and Chief Executive Officer
S.Y. Bancorp, Inc.
Louisville, Kentucky
March 18, 1998
18
<PAGE>
S.Y. BANCORP, INC.
1040 EAST MAIN STREET
LOUISVILLE, KENTUCKY 40206
PROXY FOR HOLDERS OF COMMON STOCK
ANNUAL MEETING OF SHAREHOLDERS - APRIL 22, 1998
The undersigned hereby appoints David H. Brooks and David P. Heintzman, or
either of them, attorneys with power of substitution and revocation to each, to
vote any and all shares of Common Stock of S.Y. Bancorp, Inc. ("Bancorp") held
of record by the undersigned, in the name and as the proxy of the undersigned,
at the Annual Meeting of shareholders of Bancorp (the "Annual Meeting") to be
held at Stock Yards Bank & Trust Company's Exchange Building dining room, 1048
East Main Street, Louisville, Kentucky 40202, on April 22, 1998, at 10:00 a.m.,
Eastern Time, or any adjournment thereof, hereby revoking any prior proxies to
vote said stock, upon the following proposals more fully described in the Notice
of and Proxy Statement for the meeting (receipt of which is hereby
acknowledged):
(1) FOR [ ] AGAINST [ ] ABSTAIN [ ] a proposal to approve the
action of the Board of Directors fixing the number of directors
at fifteen (15) and electing at the Annual Meeting four (4) directors.
(2) ELECTION OF DIRECTORS - Nominees are: David H. Brooks;
Carl T. Fischer, Jr.; Stanley A. Gall, M.D.; Henry A. Meyer.
Mark [ ] FOR ALL nominees listed above
One Box [ ] FOR ALL nominees listed above EXCEPT the following:
Only [ ] WITHHOLD authority to vote for ALL nominees listed above
(3) FOR [ ] AGAINST [ ] ABSTAIN [ ] a proposal amending the Articles of
Incorporation to increase the number of authorized shares of
Common Stock from 5,000,000 to 10,000,000.
(4) In their discretion on such other business as may properly come before the
Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BANCORP AND
WILL BE VOTED AS SPECIFIED ABOVE. UNLESS OTHERWISE SPECIFIED, IT WILL BE VOTED
FOR PROPOSAL (1) AND FOR ALL NOMINEES FOR DIRECTORS, AND IN ACCORDANCE WITH THE
ATTORNEYS' DISCRETION ON ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
Date: __________________________,1998 _____________________________________
_____________________________________
(Signatures)
(Executors, administrators, trustees, attorneys, and officers of corporations
should give full title. For joint accounts, each joint owner must also sign.)
