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): November 2, 2019
GREENE COUNTY BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Federal | | 0-25165 | | 14-1809721 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
302 Main Street, Catskill NY | | 12414 | | |
(Address of Principal Executive Offices) | | (Zip Code) | | |
Registrant’s telephone number, including area code:
| (518) 943-2600 |
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of class | Trading symbol | Name of exchange on which retistered Common |
Stock, $0.10 par value | GCBC | The Nasdaq Stock Market |
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | 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)) |
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 November 2, 2019, Greene County Bancorp, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on September 20, 2019. The final results of the stockholder vote are as follows:
1. | The election of directors: |
| | For | Withheld | Broker Non-Vote |
| Donald E. Gibson | 6,626,195 | 31,502 | 1,269,887 |
| | | | |
| David H. Jenkins, DVM | 6,581,487 | 76,210 | 1,269,887 |
| | | | |
Paul E. Slutzky | 6,573,516 | 84,181 | 1,269,887 |
| 2. | The ratification of the appointment of Bonadio & Co., LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020. |
For | Against | Abstain | Broker Non-Vote |
| 7,918,032 | 8,236 | 2,924 | — |
| 3. | To consider and act upon a non-binding advisory resolution regarding the compensation of the Company’s named executive officers. |
For | Against | Abstain | Broker Non-Votes |
| | | | |
| 6,547,905 | 56,262 | 55,138 | 1,269,887 |
To consider and act upon an advisory resolution on the frequency at which the Company should include an advisory vote regarding the compensation of the Company’s names executive officers in its proxy statement for shareholders consideration.
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| | | | | |
| 6,505,119 | 19,834 | 82,799 | 51,553 | 1,269,887 |
On November 2, 2019, the Company utilized a slideshow at its 2019 Annual Meeting of Stockholders. This slideshow discusses the Company’s financial performance and business strategies and is available on the Company’s website, www.tbogc.com, under the links for “Investor Relations” and then “Presentations.”
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURES
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.
| | | GREENE COUNTY BANCORP, INC. |
| | | |
| November 5, 2019 | By: | /s/ Donald E. Gibson
| |
| | | Donald E. Gibson |
| | | President and Chief Executive Officer |
