8-K

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)

July 27, 2021

Commission file number 001-31220

Community Trust Bancorp, Inc.

(Exact name of registrant as specified in its charter)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Succession Planning - Anticipated Retirement; Executive Officer Changes

On July 28, 2021, Community Trust Bancorp, Inc. (the “Company”) announced several changes to its executive management as part of an ongoing executive succession plan.   Specifically, Jean R. Hale, the long serving Chairman, President and Chief Executive Officer of the Company, announced her planned retirement, effective as of February 7, 2022.  At a meeting of the Company’s Board of Directors (the “Board”) held on July 27, 2021, the Board appointed Mark A. Gooch to immediately assume the position of President of the Company.  At the same meeting, the Board appointed Mark A. Gooch to also assume the position of Chief Executive Officer and Director effective February 7, 2022; the Director position will be for the remainder of her then unexpired term.

Ms. Hale currently serves and will continue to serve as Chairman and Chief Executive Officer of the Company, as well as Chairman of the Board of Community Trust Bank, Inc. and Community Trust and Investment Company until her planned retirement on February 7, 2022.

Additional information relating to the background and business experience for Ms. Hale is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2021 (the “Company’s 2021 Proxy Statement”), under the heading “Election of Directors”, which information is incorporated herein by reference.

Mr. Gooch currently serves and will continue to serve as Secretary of the Company and as President and Chief Executive Officer of Community Trust Bank, Inc.  In his additional new role as President of the Company, Mr. Gooch will assume direct operating responsibility for all facets of the Company, reporting directly to Ms. Hale, the Company’s Chairman and Chief Executive Officer until her planned retirement on February 7, 2022.  On February 7, 2022, when Mr. Gooch also assumes the additional position of Chief Executive Officer of the Company, he will report directly to the Board.

Mark A. Gooch, age 62, was appointed as President and Chief Executive Officer of Community Trust Bank, Inc. and Executive Vice President of Community Trust Bancorp, Inc. on July 1, 1999.  Mr. Gooch served as Executive Vice President/Operations from 1997 to June 30, 1999.  Mr. Gooch began his career at First Security Bank and Trust of Whitesburg, Kentucky in 1981 where he held various positions, including Branch Manager, Retail Lender, Mortgage Lender, Commercial Lender, Compliance Officer, Cashier, and Chief Operating Officer.  Mr. Gooch joined Community Trust Bancorp, Inc. in 1987 with the first acquisition made by Community Trust Bancorp, Inc. (FKA Pikeville National Corporation).  He served as President of that subsidiary from 1993 to 1996 until all bank subsidiaries were merged into Community Trust Bank, Inc. in 1997, at which time he came to the corporate office as Executive Vice President/Operations.  Mr. Gooch serves as a director of CEDAR, National Advisory Council for Christian Appalachian Project, National Advisory Council for NCIF, the Kentucky Pro Football Hall of Fame, One East Kentucky Corporation, the City of Pikeville Economic Development Board and the Kentucky Chamber of Commerce.

Other than existing compensatory arrangements between Ms. Hale and Mr. Gooch (each an “Executive Officer”) and the Company, as described in the Company’s 2021 Proxy Statement, in connection with the above succession appointments: (i) there are no arrangements or understandings between the Executive Officer and any other person; (ii) no material plan, contract or arrangement has been entered into with the Executive Officer, and no such plan, contract or arrangement with the Executive Officer has been materially amended; and (iii) no grant of any award to the Executive Officer or modification of an existing award has been made.  Moreover, none of the Executive Officers has a family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.  Also, none of the Executive Officers has a direct or indirect material interest in any transaction that would require reporting under Item 404(a) of Regulation S-K.

Item 8.01 – Other Events

On July 28, 2021, the Company issued a press release announcing the changes to its executive management described in Item 5.02 above.  A copy of the press release has been filed as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

EXHIBIT INDEX

* * * * * *

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 hereunto duly authorized.

Exhibit 99.1

346 North Mayo Trail

Pikeville, Kentucky 41501

606-432-1414

FOR IMMEDIATE RELEASE

July 28, 2021

FOR ADDITIONAL INFORMATION PLEASE CONTACT JEAN R. HALE, CHAIRMAN & CEO, COMMUNITY TRUST BANCORP, INC. AT (606) 437-3294.

COMMUNITY TRUST BANCORP, INC. ANNOUNCES CEO RETIREMENT AND SUCCESSION PLAN

PIKEVILLE, KENTUCKY:

Community Trust Bancorp, Inc. (NASDAQ: CTBI), parent company of Community Trust Bank, Inc. and Community Trust and Investment Company, with offices in Kentucky, West Virginia, and Tennessee, announces that Jean R. Hale, Chairman, President, and Chief Executive Officer of the Company for the last 23 years will retire effective February 7, 2022.  On July 27, 2021, the Board of Directors unanimously elected Mark A. Gooch to the position of President of Community Trust Bancorp, Inc., effective immediately, and also named Mr. Gooch, effective February 7, 2022, to succeed Ms. Hale as CEO and Director; the Director position will be for the remainder of her then unexpired term.  Mr. Gooch has served as President and CEO of the Company’s primary subsidiary, Community Trust Bank, Inc., since July 1999 and will continue to serve in that capacity.

Commenting on the announcement, Lead Independent Director M. Lynn Parrish said, “We appreciate Jean’s long and exemplary service to the Company.  She leaves an indelible imprint on Community Trust Bancorp, Inc. having provided strong leadership for its dynamic growth and profitability and assembling a strong executive management team during her tenure.”

“We are fortunate as a company to have an outstanding management team and a strong succession management plan to facilitate a smooth leadership transition,” Ms. Hale said.  “Mark has played an integral role in the growth and financial performance of the Company while maintaining a high level of service to our customers.  His leadership of our executive team gives me great confidence that Community Trust will continue its long history of strong financial performance.”

Ms. Hale joined the Company in 1969 and progressed through the officer ranks as Assistant Vice President, Vice President, Sr. Vice President, Executive Vice President, and in 1992 at the age of 45, was named President and CEO of Community Trust Bank, Inc., the Company’s primary subsidiary.  She became President and CEO of Community Trust Bancorp, Inc. in 1999 and Chairman in 2005.  During her tenure as President, and CEO, the Company’s total assets increased 152% from $2.2 billion at December 31, 1999 to $5.5 billion at June 30, 2021.  The Company’s quarterly cash dividend to shareholders has increased 233% from $0.12 per share for the fourth quarter 1999 to $0.40 per share effective for the third quarter 2021.  During her 52 years of service, the Company has grown total assets from $25 million to $5.5 billion and had 41 years of consecutive increases in cash dividends.

Mr. Gooch commented on the planned transition, “I am honored by the support Jean and the Board of Directors have placed in me to continue the Company’s long history of service to all our constituents, shareholders, customers, employees, and communities.  Jean has been an important mentor to many of us, and the core values and ethics that Jean has shown through her 52 years have made a lasting impact on our most valuable resource, our almost 1,000 employees.  Jean has demonstrated the importance of strength of character which has enabled the Company to have a history of strong financial performance through good times as well as the challenging times of the great recession of 2008 and the 2020 pandemic.  The outstanding leadership the Company has had for the past 118 years will remain a model for all of us to continue our long history of strong financial performance and service to our communities.”

Mr. Gooch joined the company in 1987 with the first acquisition made by Community Trust Bancorp, Inc. (FKA Pikeville National Corporation).  He served as President of that subsidiary until all bank subsidiaries were merged into Community Trust Bank, Inc. in 1997, at which time he came to the corporate office as Executive Vice President/Operations.  In 1999, Mr. Gooch was named President and CEO of the Company’s primary subsidiary, Community Trust Bank, Inc.  Mr. Gooch’s 40 years of banking experience will serve him well in his new role with the Company.

Community Trust Bancorp, Inc., with assets of $5.5 billion, is headquartered in Pikeville, Kentucky and has 70 banking locations across eastern, northeastern, central, and south central Kentucky, six banking locations in southern West Virginia, three banking locations in northeastern Tennessee, four trust offices across Kentucky, and one trust office in Tennessee.