Stock Yards Bancorp (SYBT) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 23, 2026, with shareholders able to vote online, by phone, mail, or mobile device.

• Key proposals include electing nine directors, ratifying BDO USA, P.C. as auditor, and an advisory vote on executive compensation.

• Record net income of $140.2 million and EPS of $4.75 were achieved in 2025, with strong loan and deposit growth and robust credit quality.

• Shareholder engagement is emphasized, with opportunities for questions before and during the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying the independent auditor, and approving executive compensation on a non-binding basis.

• Majority voting is required for director elections and other proposals; abstentions and broker non-votes have no effect.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• The board consists of nine nominees, with 25% diversity and an average tenure of 10 years.

• A substantial majority of directors are independent; strong lead independent director and committee structure.

• Mandatory retirement age of 70; robust onboarding, education, and annual board/committee self-assessments.

• Stock ownership guidelines require directors to own stock equal to five times their annual retainer.