<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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ 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 26, 2000, 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 fourteen (14) and to
elect five (5) nominees as directors, each named in the accompanying
Proxy Statement.
2. 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 10, 2000, 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 22, 2000
/s/ David H. Brooks
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 Bank ........................................ 2
Voting at the Annual Meeting ................................................ 2
Principal Holders of Bancorp Common Stock ................................... 3
Election of Directors ....................................................... 4
Meetings and Committees of the Board ........................................ 8
Section 16(a) Beneficial Ownership Reporting Compliance ..................... 8
Report of Compensation Committee on Executive Compensation .................. 9
Compensation of Executive Officers and Directors ............................ 10
Transactions With Management and Others ..................................... 15
Information Concerning Independent Public Accountants ....................... 15
Submission of Shareholder Proposals ......................................... 16
Other Matters ............................................................... 16
</TABLE>
ANNUAL REPORT ON FORM 10-K
A COPY OF S.Y. BANCORP, INC.'S 1999 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: NANCY B. DAVIS, EXECUTIVE VICE PRESIDENT, TREASURER AND CHIEF
FINANCIAL OFFICER, S.Y. BANCORP, INC., P.O. BOX 32890, LOUISVILLE, KENTUCKY
40232, (502) 625-9176. A COPY OF THE FORM 10-K MAY ALSO BE OBTAINED AT THE SEC'S
INTERNET SITE, HTTP://WWW.SEC.GOV.
<PAGE>
S.Y. BANCORP, INC.
1040 EAST MAIN STREET
LOUISVILLE, KENTUCKY 40206
(502) 582-2571
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2000
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 26, 2000, 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 20, 2000. 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 10, 2000,
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 fourteen (14) 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; and (b) 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 BANK
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 one subsidiary. Stock Yards
Bank & Trust Company ("the Bank") is 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 10, 2000, 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, 6,637,846 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 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.
Directors will be elected by a plurality of the total votes cast at the
Annual Meeting. Assuming five directors are to be elected, a plurality means
that the five 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. 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 for or against 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, 2000, Bancorp had 6,645,946 shares of Bancorp Common Stock
issued and outstanding held by 760 shareholders of record. The following
tabulation shows the amount and percent of Bancorp Common Stock owned
beneficially at January 31, 2000, 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 Bank at January
31, 2000. 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 631,404(3) 9.50%
1040 East Main Street
Louisville, Kentucky 40206
Directors and executive officers of 935,296 13.59%
Bancorp as a group (18 persons)(4)(5)
Directors, executive officers, and 1,234,808(6) 17.64%
employees of Bancorp and the Bank
as a group (240 persons)(4)(5)
</TABLE>
Notes:
(1) As of January 31, 2000.
(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) Held by the Bank as agent, trustee, personal representative and in other
fiduciary capacities, including 82,901 shares and 28,735 shares held as
Trustee under the Bank's Employee Stock Ownership Plan (the "ESOP") and
401(k) plan, respectively. As to 78,416 shares held in the ESOP and 23,398
held in the 401(k) plan, participants direct the Bank, as Trustee, to vote
the vested portion of the participant's account balance attributable to
Bancorp Common Stock. The other 4,485 shares held by the Bank as Trustee
under the ESOP (together with any shares for which no directions are
received from participants in the ESOP) and 5,337 shares held by the Bank
as Trustee under the 401(k) plan (together with any shares for which no
directions are received from participants in the 401(k)) may then be voted
in the same proportions as the directions given to the Bank, as Trustee,
by the respective participants.
(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.
3
<PAGE>
(5) For a description of the voting and investment power with respect to the
shares beneficially owned by the thirteen 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 90,617 shares held by non executive
officers and employees of the Bank. In addition, 120,824 shares are
subject to currently exercisable stock options held by non executive
officers of the Bank and 82,734 shares are held by present employees of
the Bank in their ESOP and 401(k) accounts at December 31, 1999, 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 Bank may hold other than directly in their own name.
ITEM 1. 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 8, 2000 meeting, the Board
of Directors fixed the number of directors at fourteen (14). The Board of
Directors has recommended that the number of directors constituting the Board be
fixed at fourteen for the ensuing year, subject to the approval of shareholders
at the annual meeting. Assuming five directors are to be elected, there will be
thirteen (13) individuals serving on the Board as of the date of the 2000 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
2000 Annual Meeting, five Directors are to be elected to hold office for
three-year terms, or until their successors are elected and qualified with the
exception of Mr. Crowner who will be elected to a two year term, the end of
which will coincide with his retirement from the Board, as required by Bancorp's
bylaws. 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.
At the Annual Meeting, a resolution will be submitted approving the action
of the Board of Directors fixing the number of directors at fourteen (14), and,
if such resolution is adopted, the five 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 five, 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 Bank and were elected to that position on April 20,
1999, by the written consent of Bancorp, the sole shareholder of the Bank with
the exception of Mr. McMahon who was elected as a director of Bancorp and the
Bank at the January, 2000 meetings of each entity. It is anticipated that, if
elected as directors of Bancorp at the Annual Meeting, Bancorp, as the sole
shareholder of the Bank, will, by written consent, elect the following nominees
and continuing directors of Bancorp as directors of the Bank to serve a one-year
term.
4
<PAGE>
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.
<TABLE>
<CAPTION>
BANCORP COMMON STOCK
NAME, AGE, AND BENEFICIALLY OWNED
YEAR FIRST BECAME PRINCIPAL OCCUPATION; AT JANUARY 31, 2000
DIRECTOR (1) CERTAIN DIRECTORSHIPS (2)(3) AMOUNT (4)(5) % OF CLASS
<S> <C> <C> <C>
NOMINEES TO SERVE A THREE-YEAR TERM EXPIRING 2003
James E. Carrico President, Acordia of 19,866 (6)
Age 58 Kentucky
Director since 1978
Jack M. Crowner(7) Owner 68,387(8) 1.02%
Age 67 Jack Crowner & Associates
Director since 1979
George R. Keller Founder, Tumbleweed 18,356(9) (6)
Age 50 Mexican Food, Inc.
Director since 1991
Bruce P. Madison Vice President and 29,104(10) (6)
Age 49 Treasurer, Plumbers
Director since 1989 Supply Company, Inc.
Jefferson T. McMahon Retired; 4,200(12) (6)
Age 63 Private Investor
Director since 2000(11)
CONTINUING DIRECTORS - TERM EXPIRING 2002
Charles R. Edinger, III Vice President, 112,837(13) 1.67%
Age 50 J. Edinger & Son, Inc.
Director since 1984
David P. Heintzman President, S.Y. Bancorp, Inc. 80,086(15) 1.19%
Age 40 and Stock Yards Bank & Trust
Director since 1992 Company(14)
Norman Tasman President, Secretary and 121,853(17) 1.80%
Age 48 Treasurer, Tasman Industries, Inc.;
Director since 1995(16) President, Tasman Hide
Processing, Inc. and
Tasman Omaha LLC
Kathy C. Thompson Executive Vice President and 41,775(19) (6)
Age 38 Secretary, S.Y. Bancorp, Inc.;
Director since 1994 Executive Vice President,
Stock Yards Bank & Trust
Company(18)
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
BANCORP COMMON STOCK
NAME, AGE, AND BENEFICIALLY OWNED
YEAR FIRST BECAME PRINCIPAL OCCUPATION; AT JANUARY 31, 2000
DIRECTOR (1) CERTAIN DIRECTORSHIPS (2)(3) AMOUNT (4)(5) % OF CLASS
<S> <C> <C> <C>
CONTINUING DIRECTORS - TERM EXPIRING 2001
David H. Brooks Chairman and Chief 95,901(21) 1.42%
Age 57 Executive Officer, S.Y.
Director since 1985 Bancorp, Inc. and Stock
Yards Bank & Trust Company (20)
Carl T. Fischer, Jr. Farmer and 63,264(22) (6)
Age 66 Horse Breeder
Director since 1980
Stanley A. Gall, M.D. Professor and Chairman, 5,200 (6)
Age 63 Department of Obstetrics
Director since 1994 and Gynecology,
University of Louisville
Henry A. Meyer President, Henry 96,745(23) 1.43%
Age 69 Fruechtenicht Co., Inc.
Director since 1966 Vice Chairman,
S.Y. Bancorp, Inc.
</TABLE>
Notes:
(1) Ages listed are as of December 31, 1999.
(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 for each non-employee director except Mr. Tasman, 3,200 shares
subject to currently exercisable stock options issued under Bancorp's
stock option plan. Includes for Mr. Tasman, 1920 shares subject to
currently exercisable stock options.
(6) Less than one percent (1%) of outstanding Bancorp Common Stock.
(7) Mr. Crowner is to be elected to a two-year term to coincide with his
retirement from the Board of Directors at age 70 as required by Bancorp's
Bylaws.
(8) Includes 40,268 shares owned by Mr. Crowner's wife.
6
<PAGE>
(9) Includes 2,432 shares jointly owned by Mr. Keller and his wife.
(10) Includes 9,933 shares jointly owned by Mr. Madison and his wife, 724
shares owned by Mr. Madison's wife, and 14,523 shares held by Mrs. Madison
as custodian for their minor children.
(11) Mr. McMahon was elected as a director of Bancorp and the bank at the
meeting of the respective Boards of Directors held in January, 2000.
(12) Prior to his retirement in 1996, Mr. McMahon was an owner of Wendy's
franchised stores in Louisville, Kentucky.
(13) Includes 21,319 shares owned by Mr. Edinger's wife and 64,791 shares owned
by a family partnership for which Mr. Edinger shares voting control and
derives approximately 3.3% economic benefit.
(14) Mr. Heintzman was appointed President of Bancorp and the Bank in January,
1993. He has been with Bancorp/the Bank since 1985.
(15) Includes 51,760 shares subject to currently exercisable stock options
issued under Bancorp's Stock Option plans, 2,869 shares owned by Mr.
Heintzman's wife, 1,816 shares held by Mr. Heintzman as custodian for his
minor daughter, and 5,027 shares held in Mr. Heintzman's ESOP and 401(k)
accounts at December 31, 1999.
(16) Mr. Tasman was elected as a director of Bancorp and the Bank at the
meetings of the respective Boards of Directors held in January, 1995. Mr.
Tasman was re-elected to the Board at the April, 1995 Annual Meeting.
(17) Includes 92,000 shares owned by Mr. Tasman's mother for which Mr. Tasman
shares voting control but from which he derives no economic benefit.
Includes 25,702 shares held jointly by Mr. Tasman and his wife, and 2,231
shares held as custodian for his minor son.
(18) Ms. Thompson joined the Bank in June, 1992.
(19) Includes 36,000 shares subject to currently exercisable stock options
issued under Bancorp's Stock Option Plans and 1,811 shares held in Ms.
Thompson's ESOP and 401(k) accounts at December 31, 1999.
(20) Mr. Brooks was appointed Chairman and Chief Executive Officer of Bancorp
and the Bank in January, 1993. He has been with Bancorp/ the Bank since
1971.
(21) Includes 60,880 shares subject to currently exercisable stock options
issued under Bancorp's Stock Option Plans, 2,620 shares held by Mr. Brooks
as custodian for his son, 23,128 shares owned by Mr. Brooks's wife, and
7,515 shares held in Mr. Brooks's ESOP and 401(k) accounts at December 31,
1999.
(22) Includes 39,232 shares held by Mr. Fischer as trustee under an irrevocable
trust established by his father.
(23) Includes 44,641 shares owned by Mr. Meyer's wife.
Messrs. David H. Brooks and David P. Heintzman and Ms. Thompson are among
Bancorp's 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.
7
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
BOARD MEETINGS
During 1999, the Board of Directors of Bancorp held a total of ten
regularly scheduled and special meetings.
All directors of Bancorp are also directors of the Bank. During 1999, the
Bank's Board of Directors held a total of thirteen regularly scheduled and
special meetings.
All incumbent directors attended at least 75% of the aggregate number of
meetings of the Board and the committees of which they were members with the
exception of Mr. Fischer who attended 73% of the aggregate number of meetings of
the Board and committees of which he was a member.
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 five members of Bancorp's
Board of Directors: James E. Carrico, Charles R. Edinger, III, Carl T. Fischer,
Jr., Jefferson T. McMahon and Henry A. Meyer. The committee held four meetings
in 1999. The committee reviews with Bancorp's independent auditors the results
of the audit engagement, other services performed by the auditors, and the audit
fees. Review of internal audit officer's detailed audit 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 Bank and
Bancorp. The members of the committee are James E. Carrico, Jack M. Crowner,
Bruce P. Madison and Henry A. Meyer. The committee meets at least annually and
held one meeting in 1999.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Bancorp's
directors, certain officers and persons who own more than 10% of the outstanding
Bancorp Common Stock, to file with the Securities and Exchange Commission
reports of changes in ownership of Bancorp Common Stock held by such persons.
Officers, directors and greater than 10% shareholders are also required to
furnish Bancorp with copies of all forms they file under this regulation. Mr.
Meyer, director of Bancorp, failed to file timely one such report, covering two
transactions in 1999. To Bancorp's knowledge, based solely on a review of the
copies of such reports furnished to Bancorp and representations that no other
reports were required, all Section 16(a) filing requirements applicable to all
other of its officers and directors were complied with during 1999.
8
<PAGE>
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee is comprised of four members of the Board of
Directors who are not, nor have they been, employees of Bancorp or the Bank.
It is the philosophy of the 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 Bank so growth and
profitability are realized while maintaining stability and capital strength.
The Compensation Committee engages William M. Mercer, Inc. to conduct a
study of the Bank's executive officers' compensation. This study involves
identifying comparable banks based on size, complexity and demographics as well
as identifying similar positions within each peer bank to compare with each of
the Bank's executive officers. Factors considered when comparing other
institutions' compensation information to that of the Bank include earnings per
share, return on average assets and equity, and one and five year total
shareholder return. These factors are used to determine the percentile the
Compensation Committees should use to compare the Bank's executive officers'
compensation with those of peer institutions. There is also 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 Bank's 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.
BASE SALARY. The salaries of the executive officers are determined
substantially as described above with additional considerations. Factors
affecting and considerations made for the Chief Executive Officer's salary are
substantially the same as those for other executive officers. In addition to the
process described above, the Committee considers the executive's leadership
skills and managerial results. Among these considerations are consolidated
financial performance and condition, growth of the Bank, regulators'
conclusions, community involvement, the executive's ability to choose and lead
his/her respective management teams and the recommendation of the Chief
Executive Officer. Objective, subjective, quantitative and qualitative measures
are used. The 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 14 there is no
direct correlation between the companies used in CEO compensation and companies
included in that graph.
ANNUAL INCENTIVE COMPENSATION. The objective of the Management Incentive
Plan is to deliver competitive levels of compensation for the attainment of
annual financial objectives and operating results. The Committee believes these
to be primary drivers of stock price performance over time. The annual
determination as to whether incentives will be paid is based upon the
achievement of certain set goals for earnings growth, return on average assets
and return on average equity. 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. Therefore, the Committee
established a tiered incentive program based upon the achievement of net income
goals.
For the CEO and President, the formula requires at least a 10% increase in
Bancorp's corporate earnings per share, over the prior year. The actual payment
for 1999 was 36% of base pay for attaining an 18% increase in earnings per
share. The incentive determination for Greg Hoeck and Nancy Davis was at a
reduced percentage of the aforementioned formula. For Kathy Thompson the formula
required at least a 10% increase in the Trust Department's operating income over
the prior year. The actual payment for 1999 was 20% of base pay for attaining a
15% increase in operating profit.
9
<PAGE>
LONG TERM INCENTIVES. The Committee also believes the best interests of
shareholders to be served by providing those persons having responsibility for
the management and growth of Bancorp and the Bank with an opportunity to
increase their ownership of Bancorp Common Stock. 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 11.
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 Bank.
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 Bank for the three
years ended December 31, 1999, for services in all capacities to executive
officers of Bancorp.
Summary Compensation Table
<TABLE>
<CAPTION>
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 1999 $245,000 $88,200 - 10,200 $37,877
Chairman and Chief 1998 225,000 90,000 - 2,000 35,106
Executive Officer 1997 195,000 78,000 - 4,000 37,457
David P. Heintzman 1999 210,000 75,600 - 8,600 37,033
President 1998 190,000 76,000 - 2,000 34,744
1997 159,000 63,600 - 4,000 36,200
Kathy C. Thompson 1999 147,000 29,400 - 3,200 35,019
Executive Vice 1998 140,000 56,000 - 2,000 32,327
President 1997 108,000 30,000 - 2,000 28,894
Gregory A. Hoeck 1999 120,000 21,000 - 2,600 10,115
Executive Vice 1998 68,115 20,000 - - 407
President 1997 - - - - -
Nancy B. Davis 1999 110,000 21,000 - 2,600 19,658
Executive Vice 1998 85,000 17,000 - 2,000 14,424
President, Secretary, 1997 73,500 15,000 - 2,000 12,643
Treasurer and Chief
Financial Officer
</TABLE>
10
<PAGE>
Notes:
(1) Incentive compensation plan is described in "REPORT OF COMPENSATION
COMMITTEE ON EXECUTIVE COMPENSATION," page 9.
(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 Bank to the
Bank's defined contribution plans (money purchase, deferred income
(401(k)) profit sharing and employee stock ownership plans) as set forth
below. Also includes various payments, primarily life insurance policy
premiums. The officer's families are the beneficiaries of these policies.
<TABLE>
<CAPTION>
Mr. Brooks Mr. Heintzman Ms. Thompson Mr. Hoeck Ms. Davis
<S> <C> <C> <C> <C> <C>
Director compensation $ 9,100 $ 9,100 $ 9,100 $ - $ -
Contribution to money
purchase plan 15,550 15,550 13,917 3,963 9,278
Contribution to 401(k) plan 6,400 6,400 6,665 3,600 6,542
Contribution to ESOP 3,200 3,200 2,934 1,200 2,181
Other 3,627 2,783 2,403 1,352 1,657
</TABLE>
Stock Incentive Plan
Bancorp has a stock option plan under which options may be granted to
officers, other key employees of the Bank, and non-employee directors. Key
employees are those persons who, in the judgment of the Compensation Committee,
are mainly responsible for the success of the Bank. 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 1999 to the
executive officers named in the Summary Compensation Table, and the value of the
options held by such persons at the end of 1999.
<TABLE>
<CAPTION>
Potential Realizable
Number % of Value at Assumed Annual
Securities Total Rates of Stock Price
Underlying Options Exercise Appreciation for
Options Granted Price Expiration Option Term(4)
Name Granted in 1999 Per Share Date 5% 10
<S> <C> <C> <C> <C> <C> <C>
David H. Brooks 10,200(1) 20.86% $23.94 1/12/2009 $ 153,600 $ 389,100
David P. Heintzman 6,400(1) 13.09% 23.94 1/12/2009 96,400 244,200
2,200(2) 4.50% 23.94 4/20/2009 33,100 83,900
Kathy C. Thompson 3,200(2) 6.54% 23.94 4/20/2009 48,200 122,100
Gregory A. Hoeck 2,600(3) 5.32% 23.94 4/20/2009 39,100 99,200
Nancy B. Davis 2,600(2) 5.32% 23.94 4/20/2009 39,100 99,200
All Shareholders 6,645,946(4) n/a n/a n/a $100,049,200 $253,544,200
</TABLE>
11
<PAGE>
(1) These options were granted in January, 1999 and became exercisable six
months following the grant date.
(2) These options were granted in April, 1999 and became exercisable six
months following the grant date.
(3) These options were granted in April, 1999 and become exercisable in 20%
increment over five years beginning one year after grant date.
(4) 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 $23.94 per
share in January, 1999, if the price of Bancorp stock increases 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 nor 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 $409,500 and at 10% is $1,037,700, which
represents .41% of the total potential realizable value for all shareholders at
5% and 10%.
The following table shows, as to the individuals included in the Summary
Compensation Table, information as to aggregate options exercised in 1999 and
December 31, 1999 year end option values.
Aggregated Options Exercised In 1999 And 1999 Year End Option Values
<TABLE>
<CAPTION>
Shares Number of Securities
Acquired Underlying Unexercised Value of Unexercised
on Value Options at In the Money Options at
Name Exercise Realized December 31, 1999 December 31,1999(1)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
David H. Brooks 7,000 $159,286 55,440 5,440 $667,993 $ 79,560
David P. Heintzman - - 46,320 5,440 504,412 79,560
Kathy C. Thompson - - 32,000 4,000 387,495 58,500
Gregory A. Hoeck - - - 2,600 - -
Nancy B. Davis - - 25,000 2,400 293,895 17,700
</TABLE>
(1) In the money computation based upon December 31, 1999 market value of
Bancorp's Common Stock of $21.88.
Senior Officer Security Plan
The 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 Bank. Life insurance owned and paid for by the 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 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.
12
<PAGE>
Under the Security Plan, the following individuals listed in the Summary
Compensation Table at page 10 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 by the Security Plan.
Senior Executive Severance Agreement
The Bank has established a Senior Executive Severance Agreement (the
"Severance Agreement") for certain Executive Officers of the Bank. Bancorp and
the Bank have concluded it to be in the best interests of Bancorp, its
Shareholders and the Bank to take reasonable steps to help assure key executives
of the Bank that they will be treated fairly in the event of a tender offer or
takeover bid, or an actual Change in 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 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 Bank for up to three years following
a Change in Control, the 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 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 Bank, divert from the Bank any customer of the Bank or solicit for
employment any employee of the 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 Bank.
However, Bancorp's directors are paid $700 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 Bank. Bancorp's directors, who are also
directors of the Bank, are paid $700 for each Bank board meeting attended.
Non-employee directors receive an annual retainer of $2,400.
Non-employee directors of Bancorp and the Bank who are members of the
various committees of the Board of Directors are also paid the following fees:
$200 per meeting attended of Bancorp's Audit Committee and the Bank's
Compensation, Loan and Trust Committees.
Non-employee directors receive a one-time grant of 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 and are adjusted
for subsequent stock splits, stock dividends, etc.
13
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following performance graph compares the performance of Bancorp Common
Stock to the SNL AMEX Bank index and SNL Midwest Bank 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, 1994, and that all
dividends were reinvested.
[EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
S.Y. Bancorp, Inc. $100.00 $143.79 $203.33 $298.28 $341.38 $318.85
SNL AMEX Bank Index 100.00 146.98 190.04 324.36 337.35 310.54
SNL Midwest Bank Index 100.00 147.77 201.03 325.95 346.70 272.40
</TABLE>
14
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The 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 Bank 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 Bank, such
transactions do not involve more than the normal risk of collectibility or
present other unfavorable features.
At December 31, 1999, loans to directors and officers of Bancorp and the
Bank and their associates totaled $6,498,000, equaling 12.9% of the Bancorp's
consolidated stockholders' equity.
During 1999, Bancorp and the Bank purchased property damage and other
insurance through Acordia of Kentucky, a general insurance agency, for which net
premiums aggregating $85,300 were paid to Acordia of Kentucky. Net commissions
earned by Acordia of Kentucky on account of such insurance totaled $11,000 in
1999. Mr. James E. Carrico, a director of Bancorp and the Bank, is a
shareholder, director and President of Acordia of Kentucky.
INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP has been engaged to audit the consolidated financial statements
of Bancorp for the past eight years. Management intends to recommend that KPMG
LLP be engaged to perform the independent audit of Bancorp's consolidated
financial statements for the year ending December 31, 2000, and it is
anticipated that such recommendation will be followed by Bancorp's Board of
Director.
Representatives of KPMG LLP 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.
15
<PAGE>
SUBMISSION OF SHAREHOLDER PROPOSALS
Any proposals by shareholders intended to be presented at Bancorp's 2001
Annual Meeting of shareholders must be received by Bancorp at its principal
executive offices by November 22, 2000, to be included in Bancorp's Proxy
Statement and form of proxy for the 2001 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.
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
/S/ David H. Brooks
David H. Brooks
Chairman and Chief Executive Officer
S.Y. Bancorp, Inc.
Louisville, Kentucky
March 22, 2000
16
<PAGE>
S.Y. BANCORP, INC.
1040 EAST MAIN STREET
LOUISVILLE, KENTUCKY 40206
PROXY FOR HOLDERS OF COMMON STOCK
ANNUAL MEETING OF SHAREHOLDERS - APRIL 26, 2000
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 40206, on April 26, 2000, 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 fourteen (14) and
electing at the Annual Meeting five (5) directors.
(2) ELECTION OF DIRECTORS - Nominees are: James E. Carrico; Jack M. Crowner;
George R. Keller; Bruce P. Madison; Jefferson T. McMahon.
Mark one box only.
/ / FOR ALL nominees listed above
/ / FOR ALL nominees listed above EXCEPT the following:
/ / WITHHOLD authority to vote for ALL nominees listed above
(3) OTHER BUSINESS. To consider and act upon such other matters as may
properly be brought before the Annual Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the above proposals.
THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF
NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL STATED.
IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
Date:________________________, 2000 ____________________________________
____________________________________
(Signatures)
Should the above signed be present and elect to vote at the Annual Meeting
of Shareholders or at any adjournment thereof and after notification to the
Secretary of the Corporation at the Meeting of the shareholder's decision to
terminate this proxy, then the power of said attorneys and proxies shall be
deemed terminated and of no further force and effect.
The above signed acknowledges receipt from the Corporation, prior to the
execution of this proxy, of the Notice of the Annual Meeting of Shareholders, a
proxy statement for the Annual Meeting of Shareholders, and an Annual Report on
Form 10-K.
Please sign exactly as your name appears on this proxy card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, only one signature is required but each
holder should sign, if possible.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
