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): November 18, 2020
REPUBLIC BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Kentucky | 0-24649 | 61-0862051 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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601 West Market Street, Louisville, Kentucky | | 40202 |
(Address of principal executive offices) | | (zip code) |
Registrant’s telephone number, including area code: (502) 584-3600
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Class A Common | RBCAA | The Nasdaq Stock Market |
NOT APPLICABLE
(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 (see General Instruction A.2. below):
☐ 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))
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 5.03AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On November 18, 2020, the Board of Directors (the “Board”) of Republic Bancorp, Inc. (the “Registrant”) approved and adopted amendments to the Registrant's by-laws to clarify the determination date for the mandatory retirement age for members of the Board.
As amended, Section 2 of Article IV of the by-laws states that with respect to the mandatory retirement age of 72, a director’s age shall be determined as of December 31 of the year prior to the director’s election, i.e., a person can be elected as a director if that person is under age 72 as of December 31 of the year prior to the election. Any director who is or reaches age 72 during the director’s term shall serve until the expiration of the director’s term and until such director’s successor is duly elected and qualified.
This description of the amendments to the by-laws is not complete and is qualified in its entirety by reference to the text of the amended and restated by-laws, a copy of which is filed as Exhibit 3.1 to this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(d) | Exhibits. | | |
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| Exhibit No. | | |
| 3.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
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| | Republic Bancorp, Inc. |
| | (Registrant) |
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Date: November 18, 2020 | By: | /s/ Kevin Sipes |
| | Executive Vice President, Chief Financial Officer & Chief Accounting Officer |
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