Community Trust Bancorp, Inc. Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>Community Trust Bancorp, Inc. (CTBI) will hold its Annual Shareholder Meeting on April 23, 2024, to elect directors, approve incentive plans, and ratify auditors.</b>

AI Summary

COMMUNITY TRUST BANCORP INC /KY/ (CTBI) filed a Proxy Statement (DEF 14A) with the SEC on March 18, 2024. Annual Meeting scheduled for April 23, 2024, at 10:00 a.m. EDT in Pikeville, KY. Shareholders will vote on electing eleven directors, approving the 2025 Stock Ownership Incentive Plan, and ratifying FORVIS, LLP as the independent auditor. The meeting agenda includes an advisory vote on executive compensation. Record date for shareholders entitled to vote is February 29, 2024. CTBI is furnishing proxy materials via direct mail.

Why It Matters

For investors and stakeholders tracking COMMUNITY TRUST BANCORP INC /KY/, this filing contains several important signals. Shareholders have the opportunity to influence corporate governance by electing directors and approving key incentive plans. The ratification of the independent auditor ensures continued oversight and transparency in financial reporting.

Risk Assessment

Risk Level: low — COMMUNITY TRUST BANCORP INC /KY/ shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Shareholders should review the proposed 2025 Stock Ownership Incentive Plan and executive compensation details before the April 23rd meeting.

Key Numbers

• 11 — Directors to be elected (To hold office until the next Annual Meeting of Shareholders)
• 2025 — Stock Ownership Incentive Plan (Proposed plan for consideration and approval)
• December 31, 2024 — Fiscal Year End (For which FORVIS, LLP is proposed as auditor)

Key Players & Entities

• COMMUNITY TRUST BANCORP INC /KY/ (company) — Registrant Name
• CTBI (company) — Abbreviation for Community Trust Bancorp, Inc.
• FORVIS, LLP (company) — Proposed Independent Registered Public Accounting Firm
• April 23, 2024 (date) — Date of Annual Meeting
• February 29, 2024 (date) — Record date for shareholders
• Pikeville, Kentucky (location) — Location of Annual Meeting

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Shareholder Participation [low — operational]: Ensuring sufficient shareholder participation and voting for key proposals is crucial for corporate governance.

Key Dates

• 2024-04-23: Annual Meeting of Shareholders — Election of directors, approval of incentive plan, ratification of auditor, and advisory vote on executive compensation.
• 2024-02-29: Record Date — Shareholders of record on this date are entitled to vote at the Annual Meeting.

Glossary

DEF 14A

Definitive Proxy Statement (This filing type indicates the company is providing final proxy materials to shareholders for an upcoming meeting.)

Independent Registered Public Accounting Firm

A firm hired to audit the company's financial statements. (Ratification of this firm by shareholders ensures independent oversight of financial reporting.)

Stock Ownership Incentive Plan

A plan designed to incentivize employees and directors through stock-based compensation. (Shareholder approval is required for new or amended incentive plans.)

Filing Documents

• ny20022847x1_def14a.htm (DEF 14A) — 1144KB
• ny20022847x1_def14aimg001.jpg (GRAPHIC) — 165KB
• ny20022847x1_def14aimg002.jpg (GRAPHIC) — 145KB
• ny20022847x1_def14aimg003.jpg (GRAPHIC) — 142KB
• ny20022847x1_pcimg001.jpg (GRAPHIC) — 204KB
• ny20022847x1_pcimg002.jpg (GRAPHIC) — 173KB
• 0001140361-24-013936.txt (&nbsp;) — 4259KB
• ctbi-20240318.xsd (EX-101.SCH) — 6KB
• ctbi-20240318_def.xml (EX-101.DEF) — 5KB
• ctbi-20240318_lab.xml (EX-101.LAB) — 12KB
• ctbi-20240318_pre.xml (EX-101.PRE) — 10KB
• ny20022847x1_def14a_htm.xml (XML) — 260KB

From the Filing

UNITED STATES Securities and exchange commission washington, dc 20549 SCHEDULE 14a (R ule 14a-101 ) schedule 14A INFORMATION proxy statement Pursuant to section 14(A) of the Securities exchange act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6e(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Rule 14a-12 Community Trust Bancorp, Inc. (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Fee paid previously with preliminary materials. COMMUNITY TRUST BANCORP, INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 23, 2024 The Annual Meeting of Shareholders of Community Trust Bancorp, Inc. ("CTBI") will be held on the Fourth Floor of the Community Trust Bancorp, Inc. Corporate Headquarters, 346 North Mayo Trail, Pikeville, Kentucky, on Tuesday, April 23, 2024 at 10:00 a.m. EDT for the following purposes: 1. To elect a Board of eleven directors to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualify. 2. To consider and approve the proposed 2025 Stock Ownership Incentive Plan. 3. To ratify and approve the appointment of FORVIS, LLP as CTBI's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024. 4. To approve the advisory (nonbinding) resolution relating to executive compensation. 5. To transact such other business as may properly come before the meeting or any adjournment thereof. Only those holders of stock of record at the close of business on February 29, 2024 are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. The Board of Directors recommends that you vote FOR each of the nominees for director, FOR the approval of the proposed 2025 Stock Ownership Incentive Plan, FOR the ratification and approval of the independent registered public accounting firm, FOR the approval of the advisory (nonbinding) resolution relating to executive compensation, and that you grant discretion on such other business as may properly come before the meeting or any adjournment. CTBI is furnishing all proxy materials, including the Proxy Card, to our shareholders via direct mail, except for shareholders who have previously elected to receive their documents via electronic delivery. However, all of the proxy materials listed below may also be obtained over the Internet at http://materials.proxyvote.com/204149 : Notice of Annual Meeting of Shareholders CTBI's Proxy Statement CTBI's 2023 Annual Report to Shareholders Form of Proxy Shareholders are cordially invited to attend the Annual Meeting of Shareholders. You may obtain directions to the meeting location by calling our Investor Relations Department toll-free at (800) 422-1090. We hope you will attend the meeting and vote your shares in person. We will begin mailing and electronically distributing, as applicable, this proxy statement to our shareholders on or about April 1, 2024. We hope you will join us for our Annual Meeting of Shareholders. By Order of the Board of Directors /s/ Mark A. Gooch Mark A. Gooch Chairman of the Board, President and Chief Executive Officer Pikeville, Kentucky April 1, 2024 IMPORTANT WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE ANNUAL MEETING, PLEASE SUBMIT A PROXY. IN THE EVENT YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON AT ANY TIME BEFORE YOUR PROXY IS EXERCISED. 2 Community Trust Bancorp, Inc. 346 North Mayo Trail Pikeville, Kentucky 41501 PROXY STATEMENT Annual Meeting of Shareholders to be held April 23, 2024 INTRODUCTION This Proxy Statement and accompanying proxy are furnished in connection with the solicitation of proxies by the Board of Directors ("Board") of CTBI for use at the Annual Meeting of Shareholders (the "Annual Meeting") to be held on Tuesday, April 23, 2024, at 10:00 a.m. (EDT), on the Fourth Floor of the Community Trust Bancorp, Inc. Corporate Headquarters, 346 North Mayo Trail, Pikeville, Kentucky, and any adjournments thereof. A copy of CTBI's 2023 Annual Report to Shareholders accompanies this Proxy Statement. In accordance with rules adopted by the U.S. Securities and Exchange Commission ("SEC"), our proxy materials may also be accessed on the Internet at http://materials.proxyvote.com/204149 . The cost of solicitation of proxies will be borne by CTBI. In addition to the use of the mail, proxies may be solicited in person, by telephone, and other means of communication by directors, officers, and other employees of CTBI, none of whom will receive additional compensation for such ser

View Full Filing

View this DEF 14A filing on SEC EDGAR