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): May 13, 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 | 40362-0157 |
(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 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. ◻
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:
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| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
Common Stock | 3,454,653 | 24,990 | 156,879 | 0 |
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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 hereunto duly authorized.
April | | | |
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| KENTUCKY BANCSHARES, INC. | |
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Date: May 14, 2021 | | By | /s/ Gregory J. Dawson |
| | | Gregory J. Dawson |
| | | Chief Financial Officer |
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