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 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) |
|---|---|
| ☐ | 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 (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<br><br> <br>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<br><br> <br>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<br><br> <br>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 |
Exhibit 99(a)
