TrustCo Bank Corp NY (TRST) 8-K Submission of Matters to a Vote of Security Holders

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 18, 2017

TrustCo Bank Corp NY

(Exact name of registrant as specified in its charter)

NEW YORK	0-10592	14-1630287
State or Other Jurisdiction of Incorporation or Organization	Commission File No.	I.R.S. Employer Identification Number

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302

(Address of principal executive offices)

(518) 377-3311

(Registrant’s Telephone Number,

Including Area Code)

NOT APPLICABLE

(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 (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. ☐

TrustCo Bank Corp NY

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

1. TrustCo Bank Corp NY held its regular annual shareholder meeting on May 18, 2017.  Anthony J. Marinello, M.D., Ph.D. and William D. Powers were elected as directors for three-year terms expiring at TrustCo’s 2020 Annual Meeting.  The Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers (“Say on Pay”), received the support of 93.6% of the shares voted (71.0% of shares outstanding).  The  Nonbinding Advisory Resolution on the Frequency of an Advisory Vote on the Compensation of TrustCo’s Named Executive Officers received the support of 72.96% of shares voted and 55.4% of shares outstanding for one year.  The appointment of Crowe Horwath LLP as TrustCo’s independent auditors for 2017 was ratified by shareholders.  The table below provides the vote count with respect to each director, the Say on Pay resolution, the frequency of the Say on Pay vote and the independent auditor ratification.  The total number of shares eligible to vote as of the record date was 95,917,192 shares, and a majority of the outstanding shares was 47,958,597 shares.

	For		Withhold		For as a percentage of total shares voted			Broker Non- Vote
Anthony J. Marinello, M.D., Ph.D.		68,867,050		3,922,911		94.6	%		11,302,476
William D. Powers		68,876,067		3,913,894		94.6	%		11,302,476

	For		Against		Abstain		For as a percentage of total shares voted			Broker Non- Vote
Approval of a Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers		68,108,570		3,865,058		816,333		93.6	%		11,302,476

	1 Year		2 Years		3 Years		Abstain		1 Year as a percentage of total shares voted
Nonbinding Advisory Resolution on the Frequency of an Advisory Vote on the Compensation of TrustCo’s Named Executive Officers		53,112,539		732,395		18,069,504		875,523		73.0	%

	For		Against		Abstain		For as a percentage of total shares voted
Ratification of Crowe Horwath LLP		82,071,392		1,525,760		495,285		97.6	%

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 thereunto duly authorized.

Dated: May 18, 2017
	TrustCo Bank Corp NY
	(Registrant)
	By:	/s/ Michael M. Ozimek
		Michael M. Ozimek
		Senior Vice President and
		Chief Financial Officer