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): October 18, 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, including 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 (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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On October 18, 2022, the Board of Directors of TrustCo Bank Corp NY (the “Company”) elected Alejandro “Alex” M. Sanchez as a member of the board of directors of the Company and the board of directors of the Company’s wholly-owned subsidiary, Trustco Bank, effective immediately. The Company anticipates that Mr. Sanchez will participate in the Company’s standard cash and equity compensation programs for its non-employee directors (which are described under the caption “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2022, as may be adjusted by the Company’s board of directors from time to time), but has not made any awards under such programs to him in connection with his election.
Mr. Sanchez has been appointed to serve on the Audit, Board Compliance, Compensation, Fiduciary, Nominating and Corporate Governance, and Risk Committees of the board of directors of the Company. Mr. Sanchez was found by the board to qualify as an independent director under applicable rules. There is no arrangement or understanding between Mr. Sanchez and any other person pursuant to which he was selected to serve as a director of the Company, nor is he a participant in any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
On October 18, 2022, the Company issued a press release regarding the election of Mr. Sanchez, a copy of which is attached hereto as Exhibit 99(a) to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| Exhibit No. | Description of Exhibit |
| --- | --- |
| 99(a) | Press release dated October 18, 2022 announcing the election of Alejandro “Alex” M. Sanchez to the Board of Directors of TrustCo Bank Corp NY. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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: October 18, 2022 | ||
|---|---|---|
| TRUSTCO BANK CORP NY | ||
| (Registrant) | ||
| By: | /s/Michael M. Ozimek | |
| Michael M. Ozimek | ||
| Executive Vice President and Chief Financial Officer |
Exhibit 99 (a)
| News Release |
|---|
5 Sarnowski Drive, Glenville, New York 12302
(518) 377-3311 Fax: (518) 381-3668
Subsidiary: Trustco Bank
| Contact: | Robert M. Leonard |
|---|---|
| Executive Vice President | |
| (518) 381-3693 |
TrustCo Announces the Addition of Alejandro “Alex” M. Sanchez to the Board of Directors
Glenville, New York, October 18, 2022
On October 18, 2022, TrustCo Bank Corp NY (the “Company”) (Nasdaq: TRST) announced that Alejandro “Alex” M. Sanchez was elected to the Board of Directors of the Company and its subsidiary, Trustco Bank.
Mr. Sanchez is the President and Chief Executive Officer of the Florida Bankers Association, has previous public company and non-profit board experience, has served on federal boards and agencies under several US Presidents, has had gubernatorial appointments in Florida, has a juris doctor degree, and is a US Air Force veteran.
Mr. Sanchez was appointed to the Audit, Compensation, Compliance, Fiduciary, Nominating and Corporate Governance, and Risk Committees of the board of directors of the Company.
Making the announcement were Chairman, President, and Chief Executive Officer Robert J. McCormick and Lead Independent Director Dennis DeGennaro. Mr. McCormick said “We are very pleased to have Mr. Sanchez join our board. His national reputation as a tireless advocate for the banking industry and deep understanding of the regulatory and political environments in which we operate will bring meaningful value to our shareholders and elevate our board discourse.”
TrustCo Bank Corp NY is a $6.2 billion savings and loan holding company and through its subsidiary, Trustco Bank, operated 144 offices in New York, New Jersey, Vermont, Massachusetts, and Florida at June 30, 2022.
In addition, the Bank’s Financial Services Department offers a full range of investment services, retirement planning and trust and estate administration services. The common shares of TrustCo are traded on the NASDAQ Global Select Market under the symbol TRST.
Forward-Looking Statements
All statements in this news release 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 periods. Such forward-looking statements are subject to factors that could cause actual results to differ materially for TrustCo from those discussed. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. There are a number of risks, uncertainties and assumptions that could cause actual results to differ materially from the forward-looking statements made herein, including the risks and uncertainties described in TrustCo’s filings with the Securities and Exchange Commission. These forward-looking statements represent TrustCo’s judgment as of the date of this release. TrustCo disclaims, however, any intent or obligation to update these forward-looking statements, either as a result of future developments, new information or otherwise, except as may be required by law.
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