8-K
COMMUNITY TRUST BANCORP INC /KY/ (CTBI)
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)
April 22, 2025
Commission file number 001-31220
Community Trust Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Kentucky | 61-0979818 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| P.O. Box 2947<br><br> <br>346 North Mayo Trail<br><br> <br>Pikeville,<br> Kentucky | 41502 |
| (Address of principal executive offices) | (Zip code) |
| (606)<br> 432-1414<br><br> <br>(Registrant’s telephone number) | |
| Securities registered pursuant to Section 12(b) of the Act: | |
| Common Stock<br><br> <br>(Title of class) | |
| CTBI | The NASDAQ Global Select Market |
| (Trading symbol) | (Name of exchange on which registered) |
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 Securities 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)) |
| --- | --- |
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 5.07 – S
ubmission of Matters to a Vote of Security Holders
Community Trust Bancorp, Inc.’s Annual Meeting of Shareholders was held on April 22, 2025. The following items were approved:
1) Election of the following members to CTBI’s Board of Directors for the ensuing year:
| Nominee | For | Withheld |
|---|---|---|
| Franklin H. Farris, Jr. | 11,782,669 | 246,670 |
| Mark A. Gooch | 11,847,299 | 182,040 |
| Eugenia Crittenden “Crit” Luallen | 11,916,097 | 113,242 |
| Ina Michelle Matthews | 11,952,997 | 76,342 |
| James McGhee II | 11,510,394 | 518,945 |
| Franky Minnifield | 11,892,455 | 136,884 |
| Jefferson F. Sandlin | 11,969,524 | 59,815 |
| Anthony W. St. Charles | 11,865,339 | 164,000 |
| Chad C. Street | 11,818,911 | 210,428 |
| Lillian (Kay) Webb | 11,963,790 | 65,549 |
2) The Amended and Restated 2025 Stock Ownership Incentive Plan:
| For | Against | Abstained |
|---|---|---|
| 11,424,320 | 532,442 | 72,577 |
| 3) | Ratification of CTBI’s independent registered public accounting firm, BDO USA, P.C., for 2025: | |
| --- | --- | |
| For | Against | Abstained |
| --- | --- | --- |
| 14,207,429 | 122,897 | 43,320 |
4) The advisory (nonbinding) resolution relating to executive compensation:
| For | Against | Abstained |
|---|---|---|
| 11,538,978 | 402,470 | 87,891 |
SIGNATURES
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.
| COMMUNITY TRUST BANCORP, INC. | ||
|---|---|---|
| By: | ||
| Date: | April 23, 2025 | /s/ Mark A. Gooch |
| Mark A. Gooch | ||
| Chairman, President, and Chief Executive Officer |