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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/21 Stock Yards Bancorp, Inc. 10-K 12/31/20 162:33M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.10M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 51K
3: EX-14 Code of Ethics HTML 47K
4: EX-21 Subsidiaries List HTML 43K
5: EX-23.1 Consent of Expert or Counsel HTML 43K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 47K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 44K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 44K
16: R1 Document And Entity Information HTML 103K
17: R2 Consolidated Balance Sheets HTML 142K
18: R3 Consolidated Balance Sheets (Parentheticals) HTML 62K
19: R4 Consolidated Statements of Income HTML 177K
20: R5 Consolidated Statements of Comprehensive Income HTML 71K
21: R6 Consolidated Statements of Changes in HTML 98K
Stockholders' Equity
22: R7 Consolidated Statements of Changes in HTML 45K
Stockholders' Equity (Parentheticals)
23: R8 Consolidated Statements of Cash Flows HTML 197K
24: R9 Note 1 - Summary of Significant Accounting HTML 166K
Policies
25: R10 Note 2 - Cash and Due From Banks HTML 47K
26: R11 Note 3 - Acquisitions HTML 131K
27: R12 Note 4 - Available for Sale Debt Securities HTML 123K
28: R13 Note 5 - Loans HTML 1.30M
29: R14 Note 6 - Premises and Equipment HTML 96K
30: R15 Note 7 - Goodwill and Core Deposit Intangibles HTML 73K
31: R16 Note 8 - Other Assets HTML 72K
32: R17 Note 9 - Income Taxes HTML 131K
33: R18 Note 10 - Deposits HTML 71K
34: R19 Note 11 - Securities Sold Under Agreements to HTML 59K
Repurchase
35: R20 Note 12 - FHLB Advances HTML 72K
36: R21 Note 13 - Accumulated Other Comprehensive Income HTML 75K
(Loss)
37: R22 Note 14 - Preferred Stock and Common Stock HTML 46K
38: R23 Note 15 - Net Income Per Share HTML 65K
39: R24 Note 16 - Employee Benefit Plans HTML 60K
40: R25 Note 17 - Stock-based Compensation HTML 260K
41: R26 Note 18 - Dividends HTML 46K
42: R27 Note 19 - Commitments and Contingent Liabilities HTML 64K
43: R28 Note 20 - Assets and Liabilities Measured and HTML 146K
Reported at Fair Value
44: R29 Note 21 - Disclosure of Financial Instruments Not HTML 127K
Reported at Fair Value
45: R30 Note 22 - Derivative Financial Instruments HTML 75K
46: R31 Note 23 - Regulatory Matters HTML 130K
47: R32 Note 24 - Stock Yards Bancorp, Inc. (Parent HTML 124K
Company Only)
48: R33 Note 25 - Segments HTML 110K
49: R34 Note 26 - Quarterly Operating Results (Unaudited) HTML 136K
50: R35 Note 27 - Revenue From Contracts With Customers HTML 108K
51: R36 Note 28 - Subsequent Event HTML 48K
52: R37 Significant Accounting Policies (Policies) HTML 233K
53: R38 Note 1 - Summary of Significant Accounting HTML 78K
Policies (Tables)
54: R39 Note 3 - Acquisitions (Tables) HTML 122K
55: R40 Note 4 - Available for Sale Debt Securities HTML 119K
(Tables)
56: R41 Note 5 - Loans (Tables) HTML 1.28M
57: R42 Note 6 - Premises and Equipment (Tables) HTML 93K
58: R43 Note 7 - Goodwill and Core Deposit Intangibles HTML 74K
(Tables)
59: R44 Note 8 - Other Assets (Tables) HTML 71K
60: R45 Note 9 - Income Taxes (Tables) HTML 128K
61: R46 Note 10 - Deposits (Tables) HTML 67K
62: R47 Note 11 - Securities Sold Under Agreements to HTML 57K
Repurchase (Tables)
63: R48 Note 12 - FHLB Advances (Tables) HTML 69K
64: R49 Note 13 - Accumulated Other Comprehensive Income HTML 73K
(Loss) (Tables)
65: R50 Note 15 - Net Income Per Share (Tables) HTML 66K
66: R51 Note 16 - Employee Benefit Plans (Tables) HTML 51K
67: R52 Note 17 - Stock-based Compensation (Tables) HTML 265K
68: R53 Note 19 - Commitments and Contingent Liabilities HTML 57K
(Tables)
69: R54 Note 20 - Assets and Liabilities Measured and HTML 139K
Reported at Fair Value (Tables)
70: R55 Note 21 - Disclosure of Financial Instruments Not HTML 123K
Reported at Fair Value (Tables)
71: R56 Note 22 - Derivative Financial Instruments HTML 73K
(Tables)
72: R57 Note 23 - Regulatory Matters (Tables) HTML 123K
73: R58 Note 24 - Stock Yards Bancorp, Inc. (Parent HTML 126K
Company Only) (Tables)
74: R59 Note 25 - Segments (Tables) HTML 104K
75: R60 Note 26 - Quarterly Operating Results (Unaudited) HTML 135K
(Tables)
76: R61 Note 27 - Revenue From Contracts With Customers HTML 99K
(Tables)
77: R62 Note 1 - Summary of Significant Accounting HTML 78K
Policies (Details Textual)
78: R63 Note 1 - Summary of Significant Accounting HTML 103K
Policies - Impact of Adoption of Accounting Policy
(Details)
79: R64 Note 2 - Cash and Due From Banks (Details Textual) HTML 49K
80: R65 Note 3 - Acquisitions (Details Textual) HTML 49K
81: R66 Note 3 - Acquisitions - Summary of Assets Acquired HTML 159K
and Liabilities Assumed (Details)
82: R67 Note 4 - Available for Sale Debt Securities HTML 55K
(Details Textual)
83: R68 Note 4 - Available for Sale Debt Securities - HTML 64K
Available-for-sale Securities (Details)
84: R69 Note 4 - Available for Sale Debt Securities - HTML 70K
Available-for-sale Securities by Contractual
Maturity (Details)
85: R70 Note 4 - Available for Sale Debt Securities - HTML 67K
Securities With Unrealized Losses (Details)
86: R71 Note 5 - Loans (Details Textual) HTML 81K
87: R72 Note 5 - Loans - Loans by Loan Portfolio Class HTML 95K
(Details)
88: R73 Note 5 - Loans - Loans to Directors and Their HTML 51K
Associates (Details)
89: R74 Note 5 - Loans - Loans Acquired in King HTML 127K
Acquisition (Details)
90: R75 Note 5 - Loans - Allowance for Loan Losses by HTML 558K
Portfolio Segment and Based on Impairment
Evaluation Method (Details)
91: R76 Note 5 - Loans - Non-accrual Loans (Details) HTML 114K
92: R77 Note 5 - Loans - Loans Individually Evaluated for HTML 133K
Impairment (Details)
93: R78 Note 5 - Loans - Aging of the Recorded Investment HTML 190K
in Loans (Details)
94: R79 Note 5 - Loans - Internally Assigned Risk Grades HTML 775K
of Loans (Details)
95: R80 Note 5 - Loans - Credit Card Loan Payment Activity HTML 52K
(Details)
96: R81 Note 5 - Loans - Outstanding TDRs (Details) HTML 55K
97: R82 Note 5 - Loans - Reconciliation of PCI Loans HTML 51K
(Details)
98: R83 Note 5 - Loans - Accretable Amount on PCI Loans HTML 51K
(Details)
99: R84 Note 6 - Premises and Equipment (Details Textual) HTML 44K
100: R85 Note 6 - Premises and Equipment - Summary of HTML 59K
Premises and Equipment (Details)
101: R86 Note 6 - Premises and Equipment - Balance Sheet, HTML 84K
Income Statement, and Cash Flow Detail Regarding
Operating Leases (Details)
102: R87 Note 7 - Goodwill and Core Deposit Intangibles HTML 57K
(Details Textual)
103: R88 Note 7 - Goodwill and Core Deposit Intangibles - HTML 52K
Carrying Value of Goodwill (Details)
104: R89 Note 7 - Goodwill and Core Deposit Intangibles - HTML 52K
Changes in the Net Carrying Amount of Core Deposit
Intangibles (Details)
105: R90 Note 7 - Goodwill and Core Deposit Intangibles - HTML 65K
Future Amortization Expense (Details)
106: R91 Note 8 - Other Assets (Details Textual) HTML 47K
107: R92 Note 8 - Other Assets - Summary of Major HTML 65K
Components of Other Assets (Details)
108: R93 Note 8 - Other Assets - Changes in the Net HTML 50K
Carrying Amount of MSRs (Details)
109: R94 Note 9 - Income Taxes (Details Textual) HTML 66K
110: R95 Note 9 - Income Taxes - Components of Income Tax HTML 72K
Expense (Benefit) from Operations (Details)
111: R96 Note 9 - Income Taxes - Components of Income Tax HTML 53K
(Benefit) Expense Recorded Directly to
Stockholders' Equity (Details)
112: R97 Note 9 - Income Taxes - Difference Between HTML 66K
Statutory and Effective Tax Rates (Details)
113: R98 Note 9 - Income Taxes - Deferred Tax Assets and HTML 92K
Deferred Tax Liabilities (Details)
114: R99 Note 10 - Deposits (Details Textual) HTML 54K
115: R100 Note 10 - Deposits - Composition of Deposits HTML 62K
(Details)
116: R101 Note 10 - Deposits - Maturities of Time Deposits HTML 57K
(Details)
117: R102 Note 11 - Securities Sold Under Agreements to HTML 54K
Repurchase - Securities Sold Under Agreements to
Repurchase (Details)
118: R103 Note 12 - FHLB Advances (Details Textual) HTML 58K
119: R104 Note 12 - FHLB Advances - Contractual Maturities HTML 89K
and Average Effective Rates of Outstanding
Advances (Details)
120: R105 Note 12 - FHLB Advances - Future Minimum Payments HTML 63K
(Details)
121: R106 Note 13 - Accumulated Other Comprehensive Income HTML 49K
(Loss) (Details Textual)
122: R107 Note 13 - Accumulated Other Comprehensive Income HTML 72K
(Loss) - Accumulated Other Comprehensive Income
(Loss) by Component (Details)
123: R108 Note 14 - Preferred Stock and Common Stock HTML 48K
(Details Textual)
124: R109 Note 15 - Net Income Per Share - Basic and Diluted HTML 70K
Net Income Per Share (Details)
125: R110 Note 15 - Net Income Per Share - Antidilutive SARs HTML 46K
(Details)
126: R111 Note 16 - Employee Benefit Plans (Details Textual) HTML 65K
127: R112 Note 16 - Employee Benefit Plans - Benefits HTML 56K
Expected to Be Paid (Details)
128: R113 Note 17 - Stock-based Compensation (Details HTML 98K
Textual)
129: R114 Note 17 - Stock-based Compensation - Fair Value HTML 53K
Assumptions (Details)
130: R115 Note 17 - Stock-based Compensation - Stock-based HTML 59K
Compensation Expense (Details)
131: R116 Note 17 - Stock-based Compensation - Unrecognized HTML 68K
Stock-based Compensation Expense (Details)
132: R117 Note 17 - Stock-based Compensation - SARs Activity HTML 129K
(Details)
133: R118 Note 17 - Stock-based Compensation - Options and HTML 75K
SARS Outstanding (Details)
134: R119 Note 17 - Stock-based Compensation - Restricted HTML 64K
Stock (Details)
135: R120 Note 17 - Stock-based Compensation - HTML 53K
Performance-based Restricted Stock Units (Details)
136: R121 Note 17 - Share-based Compensation - Number of HTML 52K
Shares to Be Issued Upon Exercise of Outstanding
Stock-based Awards (Details)
137: R122 Note 18 - Dividends (Details Textual) HTML 46K
138: R123 Note 19 - Commitments and Contingent Liabilities HTML 58K
(Details Textual)
139: R124 Note 19 - Commitments and Contingent Liabilities - HTML 58K
Off Balance Sheet Commitments to Extend Credit
(Details)
140: R125 Note 20 - Assets and Liabilities Measured and HTML 64K
Reported at Fair Value (Details Textual)
141: R126 Note 20 - Assets and Liabilities Measured and HTML 81K
Reported at Fair Value - Assets Measured at Fair
Value on a Recurring Basis (Details)
142: R127 Note 20 - Assets and Liabilities Measured and HTML 59K
Reported at Fair Value - Assets Measured at Fair
Value on a Non-recurring Basis (Details)
143: R128 Note 20 - Assets and Liabilities Measured and HTML 54K
Reported at Fair Value - Significant Unobservable
Inputs (Details)
144: R129 Note 21 - Disclosure of Financial Instruments Not HTML 102K
Reported at Fair Value - Fair Value of Financial
Instruments (Details)
145: R130 Note 22 - Derivative Financial Instruments HTML 50K
(Details Textual)
146: R131 Note 22 - Derivative Financial Instruments - HTML 53K
Outstanding Undesignated Interest Rate Swap
Contracts (Details)
147: R132 Note 22 - Derivative Financial Instruments - HTML 55K
Derivative Position Designated as a Cash Flow
Hedge (Details)
148: R133 Note 23 - Regulatory Matters (Details Textual) HTML 65K
149: R134 Note 23 - Regulatory Matters - Risk Based Capital HTML 107K
Amounts and Ratios (Details)
150: R135 Note 24 - Stock Yards Bancorp, Inc. (Parent HTML 72K
Company Only) - Condensed Balance Sheets (Details)
151: R136 Note 24 - Stock Yards Bancorp, Inc. (Parent HTML 80K
Company Only) - Condensed Statements of Income
(Details)
152: R137 Note 24 - Stock Yards Bancorp, Inc. (Parent HTML 116K
Company Only) - Condensed Statements of Cash Flows
(Details)
153: R138 Note 25 - Segments (Details Textual) HTML 53K
154: R139 Note 25 - Segments - Financial Information by HTML 97K
Business Segment (Details)
155: R140 Note 26 - Quarterly Operating Results (Unaudited) HTML 91K
- Quarterly Operating Results (Details)
156: R141 Note 27 - Revenue From Contracts With Customers HTML 50K
(Details Textual)
157: R142 Note 27 - Revenue From Contracts With Customers - HTML 102K
Revenue by Operating Segment (Details)
158: R143 Note 28 - Subsequent Event (Details Textual) HTML 71K
160: XML IDEA XML File -- Filing Summary XML 320K
15: XML XBRL Instance -- sybt20201231_10k_htm XML 11.53M
159: EXCEL IDEA Workbook of Financial Reports XLSX 242K
11: EX-101.CAL XBRL Calculations -- sybt-20201231_cal XML 329K
12: EX-101.DEF XBRL Definitions -- sybt-20201231_def XML 2.93M
13: EX-101.LAB XBRL Labels -- sybt-20201231_lab XML 2.19M
14: EX-101.PRE XBRL Presentations -- sybt-20201231_pre XML 3.01M
10: EX-101.SCH XBRL Schema -- sybt-20201231 XSD 446K
161: JSON XBRL Instance as JSON Data -- MetaLinks 697± 1.18M
162: ZIP XBRL Zipped Folder -- 0001437749-21-004222-xbrl Zip 675K
EXHIBIT 4.1
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
Stock Yards Bancorp, Inc. (“Stock Yards,” “we” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, our common stock, no par value per share. The following description of our common stock is a summary of the material terms of our Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”) and our Bylaws (the “Bylaws”) and includes all material information with respect to the rights and privileges associated with ownership of our common stock. For a complete description, we refer you to the more detailed provisions of our Articles of Incorporation and Bylaws, each of which is incorporated by reference as an exhibit to this Annual Report on Form 10-K of which this Exhibit 4.1 is a part, and any applicable provisions of relevant law, including the Kentucky Business Corporation Act and federal laws and regulations governing bank holding companies.
Authorized Capital Stock
Pursuant to our Articles of Incorporation, we have authority to issue up to 40,000,000 shares of common stock, no par value per share, and 1,000,000 shares of preferred stock. Our board of directors may issue shares of the preferred stock from time to time, in one or more series, without shareholder approval. The board of directors may determine the preferences, limitations and relative rights, to the extent permitted by Kentucky law, of any class, or series within a class, of preferred stock that it designates. No shares of preferred stock are currently outstanding.
Voting Rights
The holders of our common stock have the right to one vote per share on all matters which require their vote and do not have the right to cumulate votes in the election of directors. Our Articles of Incorporation and Bylaws require majority voting for the election of directors in uncontested elections. This means that the director nominees in an uncontested election for directors must receive a number of votes cast “for” his or her election that exceeds the number of votes cast “against.” If the number of nominees exceeds the number of directors to be elected, the directors are elected by a plurality of the votes cast.
Dividend Rights
Holders of our common stock are entitled to receive and share equally in dividends, if, as, and when such dividends are declared by our board of directors out of assets legally available for such purpose, subject to the rights of holders of any class or series of preferred stock which may then be outstanding.
Redemption, Conversion and Preemptive Rights
Shares of our common stock are not redeemable and do not have subscription, conversion or preemptive rights. There are no redemption or sinking fund provisions available to the common stock.
Liquidation Rights
If we liquidate, dissolve or wind up our business, subject to the rights of our creditors and the holders of any outstanding shares of preferred stock having a preference in liquidation, we will distribute our remaining assets to our common shareholders in proportion to the number of shares that each common shareholder holds.
Certain Anti-Takeover Matters
Our Articles of Incorporation and Bylaws contain a number of provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shareholders' shares. These provisions include:
Business Combinations. Our Articles of Incorporation require that, before certain types of business combination transactions involving Stock Yards and a person who beneficially owns 20% or more of the outstanding voting securities of Stock Yards (an "interested shareholder"), may be completed, the proposed transaction must first be recommended by our board of directors and approved by (i) the holders of at least 80% of the voting power of all outstanding voting securities of Stock Yards, voting together as a single class, and (ii) two-thirds of the outstanding voting power of our stock other than the voting securities owned by the interested shareholder who is a party to the transaction, voting together as a single class. A business combination includes, among other things, a merger, asset sale or a transaction resulting in a financial benefit to the interested shareholder. These special voting requirements do not apply to a business combination with an interested shareholder if the transaction is either approved by a majority of our directors who are not affiliated with the interested shareholder or the proposed transaction meets certain minimum price requirements specified in the Articles of Incorporation. In addition, Stock Yards is prohibited from engaging in a business combination transaction with an interested shareholder for a period of three years after the date of the transaction or event in which the person became an interested shareholder, unless prior to the time the person became an interested shareholder, a majority of the disinterested members of our board of directors approved either the proposed business combination or the transaction that results in the person becoming an interested shareholder. These provisions of our Articles of Incorporation are intended to deter abusive takeover tactics and to help assure that all shareholders of Stock Yards will be treated equally in a possible acquisition transaction. They may have the effect of encouraging a party or parties interested in acquiring Stock Yards to negotiate in advance with our board of directors because the shareholder approval requirement would be avoided if a majority of the directors then in office approve the proposed business combination transaction.
Advance Notice Requirements for Shareholder Proposals and Director Nominations. Our Bylaws establish an advance notice procedure with regard to the nomination, other than by or at the direction of the board of directors, of candidates for election as directors and with regard to certain matters to be brought before an annual meeting of our shareholders. In general, notice must be received by Stock Yards not less than 90 days prior to the first anniversary of the preceding year's annual meeting and must contain certain specified information concerning the person to be nominated or the matter to be brought before the meeting and concerning the shareholder submitting the proposal.
Removal of Directors Only for Cause. Our Articles of Incorporation limit the right of its shareholders to remove directors from office to those circumstances meeting the definition of "cause" under the Articles of Incorporation. Cause means a director's participation in any transaction in which his or her financial interests conflict with those of Stock Yards or our shareholders; any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law; or the participation by the director in any transaction from which he or she derived an improper personal benefit.
Authorized But Unissued Shares. Our authorized but unissued shares of common stock and preferred stock are available for future issuance without shareholder approval, subject to limitations imposed by the Nasdaq Stock Market. We may use these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of Stock Yards by means of a proxy contest, tender offer, merger or otherwise.
Listing
Our common stock is listed on the Nasdaq Global Select Market under the symbol "SYBT."
Transfer Agent
The transfer agent for our common stock is Computershare Investor Services LLC.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/21 | 4 | ||
| For Period end: | 12/31/20 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/06/22 Stock Yards Bancorp, Inc. 424B7 2:470K Toppan Merrill/FA 12/14/21 Stock Yards Bancorp, Inc. S-3ASR 12/14/21 5:1.1M Toppan Merrill/FA 4/09/21 Kentucky Bancshares Inc./KY DEFM14A 1:5.9M Toppan Merrill/FA 4/09/21 Stock Yards Bancorp, Inc. 424B3 1:3M Toppan Merrill/FA 4/02/21 Stock Yards Bancorp, Inc. S-4/A 7:6.1M Toppan Merrill/FA 3/19/21 Stock Yards Bancorp, Inc. S-4 7:3.1M Toppan Merrill/FA |