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 19, 2022

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	Commission File Number	(IRS Employer Identification No.)

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302

(Address of Principal Executive Offices)

(518) 377-3311

(Registrant’s telephone number, including area code)

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)

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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))

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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, $1.00 par value	TRST	Nasdaq Global Select Market

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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

TrustCo Bank Corp NY (“TrustCo” or the “Company”) held its 2022 Annual Meeting of Shareholders on May 19, 2022 (the “Annual Meeting”). At the Annual Meeting, of the 19,201,875 shares outstanding and entitled to vote, 16,125,375 shares were represented, constituting a quorum. All of the nominees for election as directors to serve one-year terms expiring at the Company’s 2023 Annual Meeting of Shareholders were elected by shareholders; the Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers (“Say on Pay”) was approved by shareholders; and the appointment of Crowe LLP as TrustCo’s independent auditors for 2022 was ratified by shareholders. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

	For		Against		Abstain		Percentage of Votes Cast For
Dennis A. DeGennaro		13,001,521		1,253,595		36,771		91.20	%
Brian C. Flynn		13,753,800		502,935		35,152		96.47	%
Lisa M. Lucarelli		12,910,903		1,344,467		36,517		90.56	%
Thomas O. Maggs		12,781,583		1,304,516		205,788		90.73	%
Anthony J. Marinello		12,834,172		1,250,786		206,929		91.11	%
Robert J. McCormick		13,881,790		371,325		38,772		97.39	%
Curtis N. Powell		14,089,308		162,309		40,270		98.86	%
Kimberly A. Russell		13,786,347		468,159		37,381		96.71	%
Frank B. Silverman		12,728,080		1,526,997		36,810		89.28	%

	For		Against		Abstain		Percentage of Votes Cast For
Approval of Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers		10,786,963		3,429,970		74,954		75.87	%

	For		Against		Abstain		Percentage of Votes Cast For
Ratification of the appointment of Crowe LLP as TrustCo’s independent auditors for 2022		15,956,527		130,720		38,128		99.18	%

Item 8.01. Other Events

Attached as Exhibit 99(a) and incorporated by reference herein are the materials presented at the Annual Meeting of Shareholders held on May 19, 2022.

Item 9.01. Financial Statements and Exhibits

(c)          Exhibits

Exhibit No.	Description of Exhibit
99(a)	Presentation given at the Annual Meeting of Shareholder held on May 19, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 23, 2022
	TRUSTCO BANK CORP NY
	(Registrant)
	By:	/s/Michael M. Ozimek
		Michael M. Ozimek
		Executive Vice President and Chief Financial Officer