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 21, 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
346 North Mayo Trail
Pikeville,
Kentucky
|
41502
|
(Address of principal executive offices)
|
(Zip code)
|
|
|
(606)
432-1414
(Registrant’s telephone number)
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
Common Stock
(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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers
Per the Community Trust Bancorp, Inc. (“CTBI”) Directors’ Compensation, Retirement, and Benefits Policy, directors must
retire from being a voting director upon attaining the age of 75. On June 21, 2025, Franklin H. Farris, Jr. attained the age of 75 and, therefore, has retired from CTBI’s Board of Directors. Mr. Farris’ retirement reduces the number of directors from
ten to nine.
Mr. Farris held the position of Audit and Asset Quality Committee Chairman. Upon Mr. Farris’ retirement, the Board of
Directors appointed Eugenia Crittenden “Crit” Luallen as Chairman of the Audit and Asset Quality Committee. Ms. Luallen currently serves as Vice Chairman and lead independent director of CTBI’s Board of Directors. The Board has determined that Ms.
Luallen is an audit committee financial expert for CTBI and is independent as described the independence standards of Rule 5605(a)(2) and the audit
committee qualifications of Rule 5605(c)(2) of the Nasdaq listing standards.
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:
|
June 23, 2025
|
|
/s/ Mark A. Gooch
|
|
|
|
Mark A. Gooch
|
|
|
|
Chairman, President, and Chief Executive Officer
|