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Community Trust Bancorp (CTBI) investors approve directors and say-on-pay

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Community Trust Bancorp, Inc. held its Annual Meeting of Shareholders on April 28, 2026. Shareholders elected ten directors, including David L. Baird, Mark A. Gooch, Eugenia Crittenden “Crit” Luallen, and others, with each nominee receiving over 12.2 million votes in favor.

Shareholders approved another proposal with 14,423,511 votes for, 10,166 against, and 29,125 abstentions. They also approved an advisory, nonbinding resolution on executive compensation, with 12,160,576 votes for, 354,074 against, and 129,175 abstentions, indicating broad support for current pay practices.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Proposal approval votes 14,423,511 votes for Shareholder proposal at April 28, 2026 annual meeting
Proposal opposition votes 10,166 votes against Same proposal at April 28, 2026 annual meeting
Executive compensation support 12,160,576 votes for Advisory (nonbinding) pay resolution
Executive compensation opposition 354,074 votes against Advisory (nonbinding) pay resolution
Executive compensation abstentions 129,175 abstained Advisory (nonbinding) pay resolution
Highest director support 12,597,028 votes for Director nominee Jefferson F. Sandlin
Director with most withheld votes 367,811 withheld Director nominee James McGhee II
Annual Meeting of Shareholders financial
"Community Trust Bancorp, Inc.’s Annual Meeting of Shareholders was held on April 28, 2026."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
advisory (nonbinding) resolution relating to executive compensation financial
"3) The advisory (nonbinding) resolution relating to executive compensation"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →

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)
April 28, 2026

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 5.07 – Submission of Matters to a Vote of Security Holders

Community Trust Bancorp, Inc.’s Annual Meeting of Shareholders was held on April 28, 2026.  The following items were approved:

1) Election of the following members to CTBI’s Board of Directors for the ensuing year:

Nominee
For
Withheld
David L. Baird
12,559,068
84,757
Mark A. Gooch
12,541,313
102,512
Eugenia Crittenden “Crit” Luallen
12,301,456
342,369
Ina Michelle Matthews
12,526,828
116,997
James McGhee II
12,276,014
367,811
Franky Minnifield
12,537,687
106,138
Jefferson F. Sandlin
12,597,028
46,797
Anthony W. St. Charles
12,483,638
160,187
Chad C. Street
12,539,280
104,545
Lillian (Kay) Webb
12,529,545
114,280

2)
Ratification of CTBI’s independent registered public accounting firm, BDO USA, P.C., for 2026:

For
Against
Abstained
14,423,511
10,166
29,125

3) The advisory (nonbinding) resolution relating to executive compensation:

For
Against
Abstained
12,160,576
354,074
129,175





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:
April 29, 2026
  
/s/ Mark A. Gooch
     
Mark A. Gooch
     
Chairman, President, and Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Community Trust Bancorp (CTBI) shareholders approve at the 2026 annual meeting?

Shareholders approved all items presented. They elected ten directors, passed a proposal with 14,423,511 votes in favor, and backed an advisory executive compensation resolution with 12,160,576 votes for and 354,074 votes against, showing strong overall support.

How did Community Trust Bancorp (CTBI) shareholders vote on director elections?

Shareholders elected ten directors for the ensuing year. Each nominee received more than 12.2 million votes for, with withheld votes ranging from 46,797 to 367,811. This indicates solid backing for the company’s full board slate at the 2026 annual meeting.

What were the vote results for CTBI’s advisory executive compensation resolution?

The advisory, nonbinding resolution on executive compensation received 12,160,576 votes for, 354,074 against, and 129,175 abstentions. These results show shareholders largely supported the company’s executive pay practices while a smaller portion expressed opposition or chose to abstain.

Which Community Trust Bancorp (CTBI) director nominee received the highest support?

Jefferson F. Sandlin received the highest support among director nominees, with 12,597,028 votes for and 46,797 withheld. Other directors also received strong backing, with all nominees getting over 12.2 million votes in favor during the 2026 annual meeting.

How many votes supported the additional proposal at CTBI’s 2026 shareholder meeting?

An additional proposal was approved with 14,423,511 votes for, 10,166 against, and 29,125 abstentions. The large margin of support suggests shareholders were broadly aligned with management’s recommendation on this item presented at the annual meeting.

Filing Exhibits & Attachments

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