UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 15, 2007
S.Y. BANCORP, INC.
(Exact name of registrant as specified in its charter)
Kentucky 1-13661 61-1137529
-------- -------- ----------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1040 East Main Street, Louisville, Kentucky, 40206
--------------------------------------------------
(Address of principal executive offices)
(502) 582-2571
--------------
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 15, 2007, the Board of Directors of S.Y. Bancorp, Inc. elected Richard A.
Lechleiter to the Company's Board of Directors. They also appointed him to the
Audit Committee of the Board of Directors. Lechleiter (age 49), a Certified
Public Accountant, is Chief Financial Officer of Kindred Healthcare, Inc., a
Fortune 500 healthcare services company based in Louisville. Lechleiter joined
Kindred's predecessor company in 1995 and, during his tenure with the company,
he has served in various financial capacities. Prior to joining Kindred,
Lechleiter held various positions with Columbia/HCA Healthcare Corp., Galen
Health Care, and Humana Inc. On May 16, 2007, S.Y. Bancorp, Inc. issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by
reference, announcing the election of Mr. Lechleiter to the Company's Board of
Directors.
Lechleiter's annual compensation as a Board member is in accordance with
guidelines set forth in the Company's proxy statement dated March 21, 2007. As a
new member of the Board, he will receive an option to purchase 1,000 shares of
common stock. These options have a ten-year term, vest at the rate of 20% per
year, and have a strike price of 100% of the closing market price of the
Company's common stock on the grant date. He may receive additional stock
options and/or grants in the future as approved by the Board of Directors.
Additionally, he participates in the Company's customary benefit plans and
programs for Board members.
There were no understandings or arrangements with any person regarding
Lechleiter's election to the Board, and there are no family relationships
between he and any other officer or director of the Company. He has not
participated in any transactions with the Company that, in the aggregate, exceed
$120,000.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
D. Exhibits
99.1 Press Release dated May 16, 2007.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 16, 2007 S.Y. BANCORP, INC.
By: /s/ Nancy B. Davis
-----------------------------------
Nancy B. Davis, Executive Vice
President, Treasurer and Chief
Financial Officer