8-K: Stock Yards Bancorp Initiates Auditor Search, Opts Not to Re-Engage Forvis Mazars for 2025 Audit

Stock Yards Bancorp, Inc. announced it will not re-engage Forvis Mazars, LLP as its independent auditor for fiscal year 2025, following a strategic request-for-proposal process aimed at good corporate governance.

Summary

• Stock Yards Bancorp, Inc. (the "Company") has decided not to engage Forvis Mazars, LLP ("Forvis") as its independent registered public accounting firm for the fiscal year ending December 31, 2025.
• This decision was made by the Audit Committee of the Board of Directors on May 21, 2025, following a strategic request-for-proposal (RFP) process.
• The RFP process was initiated to practice good corporate governance regarding the retention of its independent registered public accounting firm, as outlined in the Company's audit committee charter.
• The Company explicitly stated that the decision was not a result of any disagreement with Forvis on accounting principles, financial statement disclosure, or auditing scope or procedure.
• Forvis's reports on the Company's consolidated financial statements for the fiscal years ended December 31, 2024, and 2023 did not contain an adverse opinion, a disclaimer of opinion, or any qualifications or modifications.
• No reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, occurred during the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through May 21, 2025.
• Forvis Mazars, LLP has furnished a letter to the Securities and Exchange Commission, dated May 28, 2025, agreeing with the Company's statements, which is included as Exhibit 16.1.
• The Company plans to disclose the engagement of a new independent registered public accounting firm once the evaluation process is completed by the Company and the Audit Committee.

Sentiment

Score: 7

Explanation: The announcement reflects proactive corporate governance and a routine, non-contentious change in auditor, which is generally viewed positively as a sign of sound internal controls and adherence to best practices.

Positives

• The Company is proactively engaging in good corporate governance by conducting a strategic request-for-proposal process for audit services.
• The change in auditor is explicitly stated not to be due to any disagreements on accounting principles, financial disclosures, or auditing procedures, nor any reportable events, indicating a smooth, planned transition.

Future Outlook

The Company will disclose its engagement of a new independent registered public accounting firm once the evaluation process has been completed by the Company and the Audit Committee of the Board and as required by SEC rules and regulations.

Management Comments

• "The Audit Committee of the Board of Directors... authorized management to initiate a strategic request-for-proposal process soliciting proposals from accounting firms to provide audit services to the Company as its independent registered public accounting firm for the fiscal year ending December 31, 2025."
• "The objective of this process is to practice good corporate governance with respect to the retention of the Company's independent registered public accounting firm as outlined in the Company's audit committee charter, including on-going evaluation of the firm's qualifications, independence, and remuneration."
• "The Company's decision was not the result of any disagreement with Forvis on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure."

Industry Context

It is a common practice for public companies, particularly financial institutions, to periodically review and rotate their independent auditing firms through an RFP process. This practice is often driven by corporate governance best practices, aiming to ensure auditor independence, fresh perspectives, and competitive pricing, even in the absence of specific disagreements or performance issues.

Comparison to Industry Standards

• The initiation of a strategic request-for-proposal (RFP) process for audit services aligns with leading corporate governance practices adopted by many large and mid-cap companies, including financial institutions.
• This proactive approach to auditor selection is consistent with recommendations from bodies like the Public Company Accounting Oversight Board (PCAOB) and various investor advocacy groups, which emphasize the importance of auditor independence and quality.
• The explicit statement that the change was not due to disagreements or reportable events is a key differentiator, indicating a planned governance-driven change rather than a reactive one often seen in cases of financial irregularities or disputes, unlike situations involving companies such as Enron or WorldCom where auditor changes were linked to significant accounting issues.

Corporate Governance

Stakeholder Impact

• Shareholders: Benefit from enhanced corporate governance practices, which can lead to greater confidence in financial reporting and oversight.

Next Steps

• The Company will disclose the engagement of a new independent registered public accounting firm.
• The Audit Committee and Company management will complete the evaluation process for selecting the new firm.

Key Dates

Recommendation

Keywords

Stock Yards Bancorp, SYBT, SEC filing, 8-K, auditor change, independent registered public accounting firm, Forvis Mazars, corporate governance, audit committee, request for proposal, financial reporting