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Section 1: 8-K (CTBI ELECTION OF DIRECTOR 8-K)





SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 26, 2019
Community Trust Bancorp, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 
Kentucky
(state or other jurisdiction of incorporation)
001-31220
(commission file number)
61-0979818
(irs employer identification no.)
346 North Mayo Trail, Pikeville, Kentucky
(address of principal executive offices)
41501
(zip code)
Registrant’s telephone number, including area code (606) 432-1414
 
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 communication 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))

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

On February 26, 2019, Community Trust Bancorp, Inc.’s (“CTBI”) Board of Directors appointed Franklin H. Farris, Jr. as an independent director, effective immediately.  The addition of Mr. Farris expands CTBI’s Board of Directors to eight members.  Mr. Farris is expected to be named to the Audit and Asset Quality and Risk and Compliance Committees of the Board.

In connection with his service as a non-employee director, Mr. Farris will be compensated in accordance with CTBI’s standard compensation policies and practices for non-employee directors of the Board as described in CTBI’s Proxy Statement for its 2018 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 19, 2018.

Mr. Farris does not have any family relationships with any of CTBI’s directors or executive officers, has no arrangements or understandings with any other person pursuant to which he was appointed a director, and is not a party to any of the transactions of the type listed in Item 404(a) of Regulation S-K.

A copy of CTBI’s press release announcing Mr. Farris’ appointment is attached hereto as Exhibit 99.1.


ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS 

(d) Exhibits
 
Exhibit No.
Description
   
99.1
Press Release dated February 27, 2019


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:
February 27, 2019
 
/s/ Jean R. Hale
     
Jean R. Hale
     
Chairman, President and Chief Executive Officer



EXHIBIT INDEX

Exhibit No.
Description
   
99.1
Press Release dated February 27, 2019

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Section 2: EX-99.1 (CTBI ELECTION OF DIRECTOR 8-K EXHIBIT 99.1)

Exhibit 99.1


FOR IMMEDIATE RELEASE
February 27, 2019

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

COMMUNITY TRUST BANCORP, INC. ANNOUNCES THE APPOINTMENT OF FRANKLIN H. FARRIS, JR. TO ITS BOARD OF DIRECTORS
Pikeville, Kentucky:

Community Trust Bancorp, Inc. (NASDAQ-CTBI) is pleased to announce the appointment of Franklin H. Farris, Jr. to its Board of Directors.  The addition of Mr. Farris expands CTBI’s Board of Directors to eight members.

Mr. Farris, a native of Mason County, currently resides in Louisville, Kentucky where he has been an active member of the business community, as well as a community volunteer to many organizations, since 1972.

Mr. Farris, a graduate of the University of Kentucky, is currently providing consulting services to small and mid-size companies in Kentucky through Farris Advisory Services, LLC, a company he formed in 2015.  Previously, Mr. Farris was an audit partner of Mountjoy Chilton Medley, LLP for 5 years after having retired as a managing partner and audit partner with the Louisville office of KPMG, LLP where he served for 37 years.  Mr. Farris has significant experience in all fields of accountancy having worked extensively with publicly traded companies and entities in numerous countries, many having implemented International Financial Reporting Standards.

Mr. Farris is a member and previous officer and board member of the Kentucky Society of Certified Public Accountants, a member of the American Institute of Certified Public Accountants, and immediate past board chair of Christian Care Communities, Inc.  He has been active with numerous organizations in Kentucky focused on education and improving the lives of Kentucky residents.

Mr. Farris and his wife, Anne, have two adult children, Clay and Elizabeth.

“We are very pleased to have Mr. Farris join the Board of Directors of Community Trust Bancorp, Inc.  He brings a level of experience and knowledge which makes him a valuable addition to our Board,” said Jean R. Hale, Chairman, President and CEO.

Community Trust Bancorp, (NASDAQ-CTBI), with assets of $4.2 billion, is headquartered in Pikeville, Kentucky and has 69 banking locations across eastern, northeastern, central, and south central Kentucky, six banking locations in southern West Virginia, four banking locations in Tennessee, four trust offices across Kentucky, and one trust office in Tennessee.
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