8-K

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 23, 2023

OrangeCounty Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant's telephone number, including area code:

(845

)

341-5000

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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 x

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. ¨

On May 23, 2023, the stockholders of Orange County Bancorp, Inc. (the “Company”) approved the Company’s 2023 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and Orange Bank & Trust Company. A description of the material terms of the Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 14, 2023. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

The Annual Meeting of Stockholders of the Company was held on May 23, 2023. 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 definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2023. All proposals were approved by the Company’s stockholders. The final results of the stockholder vote were as follows:

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.