Item 5.07. Submission of Matters to a Vote of Security Holders

On Thursday, May 13, 2021, Kentucky Bancshares, Inc. (the "Company") held a special meeting of its shareholders (the "special meeting"), related to the Company's proposed merger with Stock Yards Bancorp, Inc. ("Stock Yards"). Of the 5,961,004 shares of the Company's common stock issued and outstanding 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 following is an overview of the three proposals that were submitted to the shareholders for approval at the special meeting (each of which was described in greater detail in the definitive proxy statement filed by the Company with the Securities Exchange Commission on April 9, 2021) and a tabulation of the votes with respect to each proposal.





Proposal 1 - Merger Proposal

The Company'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. Meyer Merger Subsidiary, Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with and 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:





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

Proposal 2 - Compensation Proposal

The Company's shareholders approved, on a non-binding, advisory basis, the compensation that may 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:





             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






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