Summary of S Y BANCORP INC

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 25, 2012, the Company held its 2012 annual meeting of shareholders (the "Annual Meeting"). As of the record date there were 13,867,225 shares of Common Stock outstanding and entitled to one vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 12,009,717 or 86.6% of the outstanding common shares entitled to vote were represented in person or by proxy. Those shares were voted as follows:

1. Fixing the number of directors at twelve:

                           For               11,897,915
                           Against               47,813
                           Abstain               63,989
                           Broker non-vote            0

2. The following individuals were nominated in 2012 to serve until the next Annual Meeting of Shareholders in 2013. All nominees were elected. The results were as follows:

                                                     Votes      Broker
                                        Votes For   Withheld   Non-Votes
              David H. Brooks           9,165,786    267,793   2,576,138
              Charles R. Edinger, III   9,168,382    265,197   2,576,138
              David P. Heintzman        9,131,091    302,488   2,576,138
              Carl G. Herde             9,276,691    156,888   2,576,138
              James A. Hillebrand       9,132,314    301,265   2,576,138
              Richard A. Lechleiter     9,275,675    157,904   2,576,138
              Bruce P. Madison          9,168,157    265,422   2,576,138
              Richard Northern          9,314,279    119,300   2,576,138
              Nicholas X. Simon         9,314,279    119,300   2,576,138
              Norman Tasman             9,166,821    266,758   2,576,138
              Kathy C. Thompson         9,108,078    325,501   2,576,138

3. Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2012:

                           For               11,757,235
                           Against              182,828
                           Abstain               69,654
                           Broker non-vote            0

4. Approving a non-binding resolution to approve the compensation of S.Y. Bancorp's named executive officers.

                           For               7,872,711
                           Against           1,208,327
                           Abstain             352,541
                           Broker non-vote   2,576,138