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

On June 16, 2020, Kentucky Bancshares, Inc. (the "Company") held its 2020 annual meeting of shareholders (the "Annual Meeting"). As of the record date for the Annual Meeting, April 15, 2020, the total number of Common Shares outstanding was 5,946,998. At the Annual Meeting, 4,923,191 or 82.8% of the outstanding Common Shares entitled to vote were represented in person or by proxy. Matters voted upon were (1) ratification of the Board's selection of Crowe LLP as the Company's independent registered public accounting firm for the ensuing year, (2) election of directors, (3) non-binding advisory vote on the compensation paid the Company's named executive officers, and (4) non-binding advisory vote on the frequency with which the Company will hold a non-binding advisory shareholder vote to approve the compensation the Company pays its named executive officers. The final number of votes cast with respect to each such matter are set out below:

1) Ratification of the Board's selection of Crowe LLP as the Company's independent registered public accounting firm for the ensuing year:




Votes For        4,731,624
Votes Against        9,054
Votes Abstained    182,513
Broker Non-votes         -

2) Four (4) directors were elected by the shareholders to serve as directors of the Company for a three-year term and one (1) director was elected to serve for a one-year term (which was left vacant by the Company's previous Board chairman following his retirement), who along with the five (5) directors who have terms of office that will continue following the Annual Meeting (B. Proctor Caudill, Jr., Ted McClain, Louis Prichard, Edwin S. Saunier, and Woodford Van Meter), will constitute the full Board of Directors of the Company:




Name                        Term   Votes For    Votes Against Votes Abstained    Broker Non-votes
Shannon B. Arvin           1 year  3,034,300          -           200,439           1,688,452
Henry Hinkle               3 years 2,708,292          -           526,447           1,688,452
Mary McDowell Hoskins      3 years 3,008,428          -           226,311           1,688,452
Jack W. Omohundro          3 years 3,022,195          -           212,544           1,688,452
Robert G. Thompson         3 years 3,041,424          -           193,315           1,688,452




3) Non-binding advisory vote on the compensation paid the Company's named
executive officers:




Votes For        2,946,944
Votes Against      235,229
Votes Abstained     52,566
Broker Non-votes 1,688,452

4) Non-binding advisory vote on the frequency with which the Company will hold a non-binding advisory shareholder vote to approve the compensation the Company pays its named executive officers:






Votes For        2,828,638
Votes Against      216,289
Votes Abstained    105,232
Broker Non-votes 1,688,452








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