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~~May 2113, 2021

KENTUCKY BANCSHARES, INC.

(Exact Name of Registrant as specified in its Charter)


Kentucky	000-52598	61-0993464
(State or other	(Commission	(IRS Employer
jurisdiction of incorporation)	File Number)	Identification No.)

P.O. Box 157, Paris, Kentucky
(Address of principal executive offices)

40362-0157
(Zip code)

(859) 987-1795

(Registrant's telephone number, including area code)

N/A

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common ~~Shares~~Stock, no par value per share KTYB OTCQX

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. ◻

~~INFORMATION~~Item TO5.07. BESubmission ~~INCLUDED~~of INMatters ~~THE~~to ~~REPORT~~a Vote of Security Holders

~~Item~~On 2Thursday, May 13, 2021, Kentucky Bancshares, Inc.02 (the “Company”) held a special meeting of its shareholders (the “special meeting”), related to the Company’s proposed merger with Stock Yards Bancorp, Inc. ~~Results~~(“Stock Yards”). Of the 5,961,004 shares of ~~Operations~~the Company’s common stock issued and ~~Financial~~outstanding ~~Condition~~at the close of business as of March 31, 2021, the record date for the special meeting, shareholders representing a majority of the shares of the Company’s common stock issued and outstanding and entitled to vote at the special meeting were present or represented by proxy at the special meeting, constituting a quorum for all matters to be presented at the special meeting.

The ~~Registrant~~following ~~expects~~is toan ~~mail~~overview of the three proposals that were submitted to ~~its~~the shareholders for approval at the ~~Registrant's~~special ~~quarterly~~meeting ~~financial~~(each ~~information~~of ~~for~~which was described in greater detail in the ~~first~~definitive ~~quarter~~proxy ofstatement ~~2021~~filed onby orthe ~~about~~Company ~~May~~with 10the Securities Exchange Commission on April 9, 2021~~. A~~) ~~copy~~and a tabulation of ~~this~~the ~~mailing~~votes iswith ~~attached~~respect asto ~~Exhibit~~each 99proposal.1.

~~The~~Proposal ~~information in this Form 8-K and Exhibit 99.~~1 ~~attached~~– ~~hereto~~Merger isProposal being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Registrant under the Securities Act of 1933, as amended, of the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

~~Item~~The 9Company’s shareholders approved the Agreement and Plan of Merger, dated as of January 27, 2021 (the “Merger Agreement”), by and among the Company, Stock Yards, and H.01 Meyer Merger Subsidiary, Inc. ~~Financial~~(“Merger ~~Statements~~Sub”), pursuant to which Merger Sub will merge with and ~~Exhibits~~into the Company (the “merger”), with the Company as the surviving entity and a wholly-owned subsidiary of Stock Yards. The following is a tabulation of the voting results:

(d)Exhibits

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	3,602,930	15,872	17,720	0

~~Exhibit~~Proposal ~~No. Description~~2 – Compensation Proposal

~~99.1 Release~~The ~~dated~~Company’s ~~April~~shareholders 21approved, ~~2021~~on ofa ~~quarterly~~non-binding, ~~financial~~advisory ~~information~~basis, asthe ofcompensation ~~March~~that ~~31,~~may ~~2021~~be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger. The following is a tabulation of the voting results:

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	3,304,864	278,800	52,858	0

Proposal 3 – Adjournment Proposal

The Company’s shareholders approved a proposal to adjourn the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of Proposal 1, the Company merger proposal. Although Proposal 3 was approved, the adjournment of the special meeting was not necessary because the Company’s shareholders approved Proposal 1. The following is a tabulation of the voting results:


	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	3,454,653	24,990	156,879	0

Forward-Looking Statements

Except for historical information contained herein, the discussion in this Report may include certain forward-looking statements based upon management expectations. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. Actual results and experience could differ materially from the anticipated results or other expectations expressed in the forward-looking statements. Factors which could cause future results to differ from these expectations include the following: change in economic conditions in the markets we serve; changes in laws or regulatory enforcement; monetary and fiscal policies of the federal government; changes in interest rates; demand for financial services; the impact of our continuing growth strategy; and other factors, including various “risk factors” set forth in our most recent annual report on Form 10-K and in other reports we file from time to time with the Securities and Exchange Commission. Our annual report on Form 10-K and these other reports are available publicly on the SEC website, www.sec.gov, and on the Company's website, www.kybank.com.

Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by Stock Yards and Kentucky Bancshares with the SEC, risks and uncertainties for Stock Yards, Kentucky Bancshares and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of Kentucky Bancshares’ operations with those of Stock Yards will be materially delayed or will be more costly or difficult than expected; the parties’ inability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the inability to complete the merger due to the failure of Kentucky Bancshares’ shareholders to adopt the merger agreement; the failure to satisfy other conditions to completion of the merger, including receipt of required regulatory and other approvals; the failure of the proposed transaction to close for any other reason; diversion of management's attention from ongoing business operations and opportunities due to the merger; the challenges of integrating and retaining key employees; the effect of the announcement of the merger on Stock Yards’, Kentucky Bancshares’ or the combined company's respective customer and employee relationships and operating results; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; dilution caused by Stock Yards’ issuance of additional shares of Stock Yards common stock in connection with the merger; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and the business, results of operations and financial condition of Stock Yards, Kentucky Bancshares and the combined company; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this communication are made as of the date hereof and are based on information available at that time. Except as required by law, neither Stock Yards nor Kentucky Bancshares assumes any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.2

SIGNATURE

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 ~~thereunto~~hereunto duly authorized.

April
	KENTUCKY BANCSHARES, INC.


Date: April 21, 2021	By	/s/ Gregory J. Dawson
Date: May 14, 2021	By	/s/ Gregory J. Dawson
		Gregory J. Dawson
		Chief Financial Officer

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