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 21, 2024
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) | | (Zip Code) |
(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) |
☐
| 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, $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 (§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 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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
TrustCo Bank Corp NY (“TrustCo” or the “Company”) held its 2024 Annual Meeting of Shareholders on May 21, 2024 (the “Annual Meeting”). At the Annual Meeting, of the 19,024,433 shares outstanding and entitled to vote, 16,139,774 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are set forth below.
Proposal 1 – Election of Directors. The shareholders elected each of the director nominees to serve one-year terms until the Company’s 2025 Annual Meeting of Shareholders and until a successor has been duly elected and qualified. The result of the vote taken at the Annual Meeting was as follows:
| | For | Against | Abstain | Broker Non- Votes | Percentage of Votes Cast For |
| Steffani Cotugno, DO | 14,010,376 | 494,554 | 26,076 | 1,608,768 | 96.59% |
| Brian C. Flynn | 13,840,760 | 653,541 | 36,705 | 1,608,768 | 95.49% |
| Lisa M. Lucarelli | 13,833,372 | 665,546 | 32,088 | 1,608,768 | 95.40% |
| Thomas O. Maggs | 13,096,466 | 1,405,977 | 28,563 | 1,608,768 | 90.30% |
| Anthony J. Marinello, MD, PhD | 13,161,405 | 1,345,860 | 23,741 | 1,608,768 | 90.72% |
| Robert J. McCormick | 13,899,181 | 602,722 | 29,103 | 1,608,768 | 95.84% |
| Curtis N. Powell | 13,763,822 | 730,788 | 36,396 | 1,608,768 | 94.95% |
| Kimberly A. Russell | 13,830,778 | 658,767 | 41,461 | 1,608,768 | 95.45% |
| Frank B. Silverman | 13,104,621 | 1,336,162 | 90,223 | 1,608,768 | 90.74% |
Proposal 2 – Advisory Vote on Executive Compensation. The shareholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A (as filed with the Securities and Exchange Commission on April 1, 2024) in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The result of the vote taken at the Annual Meeting as was follows:
| | For | Against | Abstain | Broker Non- Votes | Percentage of Votes Cast For |
| Approval of a Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers | 12,628,290 | 1,849,232 | 53,484 | 1,608,768 | 87.22% |
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024. The result of the vote taken at the Annual Meeting was as follows:
| | For | Against | Abstain | Percentage of Votes Cast For |
| Ratification of the appointment of Crowe LLP as TrustCo's independent registered public accounting firm for 2024 | 15,675,813 | 361,734 | 102,227 | 97.74% |
Attached as Exhibit 99(a) and incorporated by reference herein are the materials presented at the Annual Meeting of Shareholders held on May 21, 2024.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit No. | Description of Exhibit |
| | |
| Presentation given at the Annual Meeting of Shareholder held on May 21, 2024. |
| | |
| 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, 2024 | | |
| | TRUSTCO BANK CORP NY |
| | (Registrant) |
| | | |
| | By: | /s/Michael M. Ozimek |
| | | Michael M. Ozimek |
| | | Executive Vice President and Chief Financial Officer |
