8-K
TRUSTCO BANK CORP N Y (TRST)
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 20, 2025
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,<br><br> <br>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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
|---|
TrustCo Bank Corp NY (“TrustCo” or the “Company”) held its 2025 Annual Meeting of Shareholders on May 20, 2025 (the “Annual Meeting”). At the Annual Meeting, of the 19,019,749 shares outstanding and entitled to vote, 16,238,356 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 2026 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 | Percentage of<br><br> <br>Votes Cast For | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Steffani Cotugno, DO | 14,141,907 | 426,166 | 28,555 | 97.07 | % | ||||
| Brian C. Flynn | 14,137,198 | 431,804 | 27,626 | 97.03 | % | ||||
| Lisa M. Lucarelli | 14,118,954 | 442,419 | 35,255 | 96.96 | % | ||||
| Thomas O. Maggs | 13,822,276 | 746,467 | 27,885 | 94.87 | % | ||||
| Anthony J. Marinello, MD, PhD | 13,801,058 | 771,403 | 24,167 | 94.70 | % | ||||
| Robert J. McCormick | 14,108,877 | 474,786 | 12,965 | 96.74 | % | ||||
| Curtis N. Powell | 13,976,023 | 595,251 | 25,354 | 95.91 | % | ||||
| Kimberly A. Russell | 14,137,144 | 427,583 | 31,901 | 97.06 | % | ||||
| Frank B. Silverman | 13,117,402 | 1,459,274 | 19,952 | 89.98 | % |
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 filed with the Securities and Exchange Commission on April 1, 2025 (the “2025 Proxy Statement”) in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The result of the vote taken at the Annual Meeting was as follows:
| For | Against | Abstain | Percentage of<br><br> <br>Votes Cast For | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Approval of a Nonbinding<br><br> <br>Advisory Resolution on the<br><br> <br>Compensation of TrustCo’s<br><br> <br>Named Executive Officers | 11,407,193 | 3,152,033 | 37,402 | 78.35 | % |
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, 2025. The result of the vote taken at the Annual Meeting was as follows:
| For | Against | Abstain | Percentage of<br><br> <br>Votes Cast For | |||||
|---|---|---|---|---|---|---|---|---|
| Ratification of the appointment of<br><br> <br>Crowe LLP as TrustCo’s<br><br> <br>independent registered public<br><br> <br>accounting firm for 2025 | 15,872,451 | 344,761 | 21,144 | 97.87 | % | |||
| 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 20, 2025.
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description of Exhibit |
| --- | --- |
| 99(a) | Presentation given at the Annual Meeting of Shareholder held on May 20, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL<br> 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 21, 2025 | ||
|---|---|---|
| TRUSTCO BANK CORP NY | ||
| (Registrant) | ||
| By: | /s/Michael M. Ozimek | |
| Michael M. Ozimek | ||
| Executive Vice President and Chief Financial Officer |
Exhibit 99(a)
TrustCo Bank Corp NY2025 annual meeting of shareholders Robert J. McCormick Chairman, President, and CEO
TrustCo Bank Corp NY 2 Company Profile Assets: $6.3bn Gross Loans: $5.1bn Deposits: $5.5bn Q1 2025 Financial Highlights Company Overview Headquarters Glenville, NY Founded 1902 Ticker NASDAQ: TRST Market Cap(1) 602m Branches(2) 136 Employees 740 Institutional Ownership 68.57% Leadership: Chairman, President, and CEO Robert J. McCormick Note: Data as of 12/31/2024 unless noted: Market Cap as of 5/1/2025 Branches as of 5/8/2025 Trustco Bank is a member of the Allpoint and Publix Super Market ATM networks Lines of Business Consumer Banking Consumer Commercial Banking Other Services Retail Banking with 136 branch locations Access to over 55,000 ATMs worldwide(4) Online and Mobile Banking Home Lending Personal Lending Treasury Services Consumer loans Commercial Lending Business Banking Small Business Administration Lending Wealth Management Advisory Services Fiduciary Services Retirement Services Insurance Services Cannabis Banking Florida deposits: $1.1 bn Florida loans: $1.8bn TrustCo Bank Corp NY Annual Meeting 2025 Map key: Blue = Counties with a physical Trustco Bank branch Yellow = Counties Trustco Bank lends in
Longevity of our Branches Mont Pleasant, NY Brandywine, NY Upper Union, NY Mayfair, NY Troy, NY 123 Years Strong Main Office: 1902
Recent Branch Relocations Western Avenue Branch 1450 Western Ave Albany, NY 12203 Relocated from Stuyvesant Plaza Drive-through added Opened April 2025 Glens Falls Branch 37 Bay Street Glens Falls, NY 12801 Increased customer accessibility Drive-through added Opened April 2025
Pillar of Strength Solid Earnings Noninterest income $19.8m Net Income $48.8m Diluted Earnings per Share $2.57 an 8% increase over the prior year Strong Balance Sheet Total Deposits $5.4 billion CET1 19.30% Tier 1 Leverage Ratio 11.05% Healthy Returns Total shareholder return $106.14 ROATCE 8.49% ROAA 0.80%
6 Q1 2025 Performance Highlights 2.64% Net Interest Margin (YTD) 2.2% Loan Growth (since Q1 2024) 0.37% NPLs to Total Loans $36.16 Book Value Per Share Year over year loan growth of $104.7 million on average, or 2.1%. Loan portfolio continues to reach new highs, quarter after quarter Continued strong asset quality. TRST had seven consecutive quarters of net recoveries from 2022-2023, two consecutive quarters in 2024, and booked another recovery Q1 2025 Capital continues to grow. Consolidated equity to assets increased to 10.85%, an increase of 3.2% since March 31, 2024 Book value was $36.16, up $2.04 since Q1 2024 Net income of $14.3 million, up over 17% from $12.1 million in Q1 2024 ROAA and ROAE improvement from Q4 2024: 0.93% up from 0.73%, and 8.49% up from 6.70%, respectively First Quarter 2025: TrustCo Bank Corp NY Annual Meeting 2025
Consistent, Organic, Loan Growth 7 3.6% annualized growth since 2010, and an 2.2% increase since the first quarter of 2024 TrustCo Bank Corp NY Annual Meeting 2025
Consistently Strong Credit Quality Compared to Peers 8 Net Charge-Offs (Recoveries) / Average Loans TrustCo continues to demonstrate exemplary credit quality through its sound underwriting and loan servicing 1 See slide 12 for a list of the companies that comprise TrustCo’s peer group. TrustCo Bank Corp NY Annual Meeting 2025
As of December 31, 2023 TrustCo Bank Corp NY 9 Strong Capital Levels Compared to Peers Common Equity Tier 1 Ratio: TRST consistently outranks its peer group in strength of Capital (%) TrustCo Bank Corp NY Annual Meeting 2025
TrustCo Bank Corp NY Annual Meeting 2025 10 Increases shown are a percent change from prior amount. Source: Blooomberg and S&P Capital IQ Reliable Dividends Paid to our Shareholders Since 1904 $782 million paid in dividends to shareholders since 2000 TRST’s dividend yield ranks in the top 90th percentile of its peer group, and the 81st percentile of all U.S. public companies
TrustCo in the Community TrustCo Bank Corp NY Annual Meeting 2025 11 Financial Literacy Class in Florida Just Our Soldiers’ Helpers – JOSH Greenwich Chamber of Commerce Lighted Tractor Parade Ronald McDonald House Charities Trustco Bank Home Town House
Questions? 12 Thank you for Attending
13 Peer Group Institution Ticker City State Arrow Financial Corp. AROW Glens Falls NY BCB Bancorp Inc. BCBP Bayonne NJ Capital City Bank Group Inc. CCBG Tallahassee FL CNB Financial CCNE Clearfield PA Columbia Financial CLBK Fair Lawn NJ ConnectOne Bancorp Inc. CNOB Englewood Cliffs NJ Financial Institutions Inc. FISI Warsaw NY FineMark Holdings, Inc. FNBT Fort Myers FL First Commonwealth Financial FCF Indiana PA Flushing Financial Corp. FFIC Uniondale NY HarborOne Bancorp Inc HONE Brockton MA Kearny Financial Corp. KRNY Fairfield NJ Mid Penn Bancrop MPB Millersburg PA NBT Bancorp Inc. NBTB Norwich NY Northfield Bancorp NFBK Woodbridge NJ S&T Bancorp STBA Indiana PA The First Long Island Corp. FLIC Glen Head NY Tompkins Financial Corporation TMP Ithaca NY Univest Financial Corp. UVSP Souderton PA
Appendix A Forward-Looking Statements All statements in this presentation that are not historical are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future development, results or periods. Examples of forward-looking statements include, among others, statements we make regarding our expectations for our future performance, including our expectations regarding future loan growth, future credit quality, or future dividends. Forward-looking statements are based on management’s current expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Such forward-looking statements are subject to factors and uncertainties that could cause actual results to differ materially for TrustCo from the views, beliefs and projections expressed in such statements, and many of the risks and uncertainties are heightened by or may, in the future, be heightened by volatility in financial markets and macroeconomic or geopolitical concerns related to inflation, changes in United States and foreign trade policy, continued elevated interest rates and ongoing armed conflicts (including the Russia/Ukraine conflict and the conflict in Israel and surrounding areas). TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The following important factors, among others, in some cases have affected and in the future could affect TrustCo’s actual results and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward-looking statement: future changes in interest rates; external economic factors, such as changes in monetary policy, ongoing inflationary pressures and continued elevated prices; exposure to credit risk in our lending activities; our increasing commercial loan portfolio; the sufficiency of our allowance for credit losses on loans to cover actual loan losses; our ability to meet the cash flow requirements of our depositors or borrowers or meet our operating cash needs to fund corporate expansion and other activities; claims and litigation pertaining to fiduciary responsibility and lender liability; the enforcement of federal cannabis laws and regulations and its impact on our ability to provide services in the cannabis industry; our dependency upon the services of the management team; our disclosure controls and procedures’ ability to prevent or detect errors or acts of fraud; the adequacy of our business continuity and disaster recovery plans; the effectiveness of our risk management framework; the impact of any expansion by us into new lines of business or new products and services; an increase in the prevalence of fraud and other financial crimes; the impact of severe weather events and climate change on us and the communities we serve, including societal responses to climate change; environmental, social and governance risks, as well as diversity, equity, and inclusion-related risks, and their impact on our reputation and relationships; the chance of a prolonged economic downturn, especially one affecting our geographic market area; instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; the soundness of other financial institutions; U.S. government shutdowns, credit rating downgrades, or failure to increase the debt ceiling; fluctuations in the trust wealth management fees we receive as a result of investment performance; the impact of regulatory capital rules on our growth; changes in laws and regulations, including changes in cybersecurity or privacy regulations; restrictions on data collection and use; our compliance with the USA PATRIOT Act, Bank Secrecy Act, and other laws and regulations that could result in material fines or sanctions; changes in tax laws; limitations on our ability to pay dividends; TrustCo Realty Corp.’s ability to qualify as a real estate investment trust; changes in accounting standards; competition within our market areas; consumers and businesses’ use of non-banks to complete financial transactions; our reliance on third-party service providers; the impact of data breaches and cyber-attacks; the development and use of artificial intelligence; the impact of a failure in or breach of our operational or security systems or infrastructure, or those of third parties; the impact of an unauthorized disclosure of sensitive or confidential client or customer information; the impact of interruptions in the effective operation of our computer systems; the impact of anti-takeover provisions in our organizational documents; the impact of the manner in which we allocate capital; and other risks and uncertainties under the heading “Risk Factors” in our most recent annual report on Form 10-K and, our subsequent quarterly reports on Form 10-Q or other securities filings, as well as our upcoming quarterly report on Form 10-Q for the first quarter of 2025. The forward-looking statements contained in this news release represent TrustCo management’s judgment as of the date of this presentation. TrustCo disclaims, however, any intent or obligation to update forward-looking statements, either as a result of future developments, new information or otherwise, except as may be required by law.