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Section 1: 8-K (LIMESTONE BANCORP, INC. 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):
June 17, 2020

LIMESTONE BANCORP, INC.
(Exact Name of Registrant as specified in Charter)

Kentucky
001-33033
61-1142247
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

2500 Eastpoint Parkway, Louisville, Kentucky
40223
(Address of principal executive offices)
(Zip code)

(502) 499-4800
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, No Par Value
LMST
The Nasdaq Capital Market

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          Submission of Matters to a Vote of Securities Holders

On June 17, 2020, Limestone Bancorp, Inc. held its 2020 annual meeting of shareholders.  At the meeting, shareholders elected eight directors, approved a non-binding advisory vote on the compensation of the company’s executives, and approved a proposal to ratify the appointment of the Company’s independent registered public accounting firm.

The votes cast on the three agenda items are set forth below:

1.  Election of Directors.
 
Director Nominee
For
Withheld
Broker non-votes
       
W. Glenn Hogan
3,270,581
362,433
1,711,338
Celia P. Catlett
3,248,857
384,157
1,711,338
Kevin J. Kooman
3,270,566
362,448
1,711,338
Michael T. Levy
3,270,566
362,503
1,711,338
James M. Parsons
3,270,540
362,474
1,711,338
Bradford T. Ray
3,269,765
363,249
1,711,338
Dr. Edmond J. Seifried
3,270,560
362,454
1,711,338
John T. Taylor
3,268,264
364,750
1,711,338

2.  Proposal to approve, in a non-binding advisory vote, the compensation of the Company’s executives.  
 
For
Against
Abstain
Broker non-votes
3,571,593
58,490
2,931
1,711,338

3.  Proposal to ratify the appointment of the Company’s independent registered public accounting firm.
 
For
Against
Abstain
Broker non-votes
5,343,197
559
596
-

No other proposals were voted upon at the annual meeting.

On June 17, 2020, Limestone Bancorp issued a press release announcing the results of three items submitted to a vote of its shareholders at the Company’s 2020 annual meeting held earlier that day.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01          Financial Statements and Exhibits.

Exhibit Number
 
Description of Exhibit
           99.1
 

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.

 
LIMESTONE BANCORP, INC.
     
Date:  June 17, 2020
By
/s/ Phillip W. Barnhouse
             Chief Financial Officer

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

Limestone Bancorp, Inc. Holds Annual Meeting of Shareholders

Shareholders Elect Eight Directors

LOUISVILLE, Ky.--(BUSINESS WIRE)--June 17, 2020--Limestone Bancorp, Inc. (NASDAQ: LMST), parent company of Limestone Bank, announced today that its shareholders elected eight directors, approved a non-binding advisory vote on the compensation of the Company’s executives, and approved a proposal to ratify the appointment of the Company’s independent registered public accounting firm.

At the meeting, shareholders elected the following as directors to serve for a one-year term:

  • W. Glenn Hogan – Chairman of Limestone Bancorp, Inc. and CEO of Hogan Real Estate, a full service commercial real estate development company headquartered in Louisville, KY
  • Celia P. Catlett – Previously served as the General Counsel of Texas Roadhouse, Inc., a Nasdaq listed company headquartered in Louisville, KY which operates casual dining restaurants in the United States and internationally
  • Kevin J. Kooman – a partner with Patriot Financial Partners, L.P., a private equity fund focused on investing in community banks, thrifts and other financial service related companies
  • Michael T. Levy – President of Muirfield Insurance LLC of Kentucky, a Lexington, KY based insurance brokerage firm
  • James M. Parsons – Chief Financial Officer of Ball Homes, LLC, a residential real estate development firm headquartered in Lexington, KY
  • Bradford T. Ray – Retired Chairman and CEO of Steel Technologies, Inc., a steel processor
  • Dr. Edmond J. Seifried – Principal of S&B West LLC, a community bank consulting center in Easton, Pennsylvania, and Professor Emeritus at Lafayette College in Easton, Pennsylvania
  • John T. Taylor – President and CEO of Limestone Bancorp, and President and CEO of Limestone Bank

About Limestone Bancorp, Inc.

Limestone Bancorp, Inc. (NASDAQ: LMST) is a Louisville, Kentucky-based bank holding company which operates banking centers in 14 counties through its wholly-owned subsidiary Limestone Bank. The Bank’s markets include metropolitan Louisville in Jefferson County and the surrounding counties of Bullitt and Henry and extend south along the Interstate 65 corridor. The Bank serves south central, southern, and western Kentucky from banking centers in Barren, Butler, Daviess, Edmonson, Green, Hardin, Hart, Ohio, and Warren counties. The Bank also has banking centers in Lexington, Kentucky, the second largest city in the state, and Frankfort, Kentucky, the state capital. Limestone Bank is a traditional community bank with a wide range of personal and business banking products and services.


Forward-Looking Statements

Statements in this press release relating to Limestone Bancorp’s plans, objectives, expectations or future performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “possible,” “seek,” “plan,” “strive” or similar words, or negatives of these words, identify forward-looking statements that involve risks and uncertainties. Although the Company's management believes the assumptions underlying the forward-looking statements contained herein are reasonable, any of these assumptions could be inaccurate. Therefore, there can be no assurance the forward-looking statements included herein will prove to be accurate. Factors that could cause actual results to differ from those discussed in forward-looking statements include, but are not limited to: the impact and duration of the COVID-19 pandemic and national, state and local emergency conditions the pandemic has produced; economic conditions both generally and more specifically in the markets in which the Company and its subsidiaries operate; competition for the Company's customers from other providers of financial services; government legislation and regulation, which change from time to time and over which the Company has no control; changes in interest rates; material unforeseen changes in liquidity, results of operations, or financial condition of the Company's customers; and other risks detailed in the Company's filings with the Securities and Exchange Commission, all of which are difficult to predict and many of which are beyond the control of the Company. See Risk Factors outlined in the Company's Form 10-K for the year ended December 31, 2019 and Form 10-Q for the quarter ended March 31, 2020.

Contacts

John T. Taylor
Chief Executive Officer
(502) 499-4800

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