8-K - PBHC - Equibles

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): June 1, 2023

(Exact name of Registrant as specified in its charter)

Commission File Number: 001-36695

Maryland	38-3941859
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

214 West First Street, Oswego, NY

13126

(Address of Principal Executive Office) (Zip Code)

(315) 343-0057

(Issuer'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 240.14d-2(b))
☐	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, $0.01 par value	PBHC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

The 2023 Annual Meeting of Shareholders of Pathfinder Bancorp, Inc. was held on June 1, 2023. At the 2023 Annual Meeting, shareholders approved all of the proposals which included (i) the election of five directors, Chris R. Burritt for a one-year term, James A. Dowd, new nominee for a three-year term, and David A. Ayoub, William A. Barclay, and John F. Sharkey, III each for a three-year term and until their successors have been elected and qualified; (ii) the ratification of the appointment of Bonadio & Company, LLP, as the independent registered public accounting firm for the year ending December 31, 2023.

The following table reflects the tabulation of votes with respect to the election of the five directors at the 2023 Annual Meeting:

Number of Votes
	For	Withheld
---	---	---
Director nominee for a one-year term:
Chris R. Burritt	2,885,226	205,088
New nominee for a three-year term:
James A. Dowd	3,025,654	64,660
Director nominees for a three-year term:
David A. Ayoub	3,025,917	64,397
William A. Barclay	2,800,453	289,861
John F. Sharkey, III	2,883,704	206,610

The following table reflects the tabulation of votes with respect to the approval of the ratification of Bonadio & Company, LLP, as our independent registered public accounting firm for the year ending December 31, 2023:

For	Against	Abstain
3,898,048	44,050	32,637

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.

			PATHFINDER BANCORP, INC.
Date:	June 1, 2023	By:	/s/ James A. Dowd
			James A. Dowd<br><br>President and Chief Executive Officer