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): September 21, 2021
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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(d) On September 21, 2021, the Board of Directors of TrustCo Bank Corp NY (the “Company”) elected Curtis N. Powell 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. Powell will participate in the Company’s cash and equity compensation programs for its non-employee directors, but has not made any awards under such programs to him in connection with his election.
Mr. Powell 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. Powell was found by the board to qualify as an independent director under applicable rules. There are no family relationships between Mr. Powell and other officers or directors of the Company. There is no arrangement or understanding between Mr. Powell and any other persons pursuant to which he was selected to serve as a director of the Company.
On September 23, 2021, the Company issued a press release regarding the election of Mr. Powell, a copy of which is furnished 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 September 23, 2021 announcing the Election of Curtis N. Powell 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: September 23, 2021 | ||
|---|---|---|
| TRUSTCO BANK CORP NY | ||
| (Registrant) | ||
| By: | /s/Michael M. Ozimek | |
| Michael M. Ozimek | ||
| Executive Vice President and Chief Financial Officer |
Section 2: EX-99.(a)
| News Release |
|---|
5 Sarnowski Drive, Glenville, New York 12302
(518) 377-3311
Subsidiary: Trustco Bank
Contact: Robert M. Leonard
Executive Vice President and CRO
(518) 381-3693
TrustCo Announces the Addition of Curtis N. Powell to the Board of Directors
Glenville, New York, September 23, 2021
TrustCo Bank Corp NY (the “Company”) (Nasdaq: TRST) announces that on September 21, 2021 Curtis N. Powell was elected to the Board of Directors of the Company and its subsidiary, Trustco Bank.
Mr. Powell is Vice President for Human Resources and Environmental Health, Safety, and Risk Management at Rensselaer Polytechnic Institute (“Rensselaer”) in Troy, New York. He has held that position for over twenty years. In that role, he consults regularly with Rensselaer’s president regarding strategic human capital, operational, and risk management planning. He is a member of the Rensselaer president’s cabinet and has oversight and planning responsibility for, among other things, recruitment and selection processes, employee compensation program development, executive compensation, finance, and budgeting. He holds a Master of Arts degree in Human Resources Development from the University of Maryland and numerous professional certifications. He is also a member of the board of directors of St. Peter’s Health Partners in Albany, New York.
Mr. Powell 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. Powell join our board. He brings expertise in the critically important areas of human capital and risk management.”
TrustCo Bank Corp NY is a $6.1 billion savings and loan holding company and through its subsidiary, Trustco Bank, operated 147 offices in New York, New Jersey, Vermont, Massachusetts, and Florida at June 30, 2021.
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.
Safe Harbor Statement
All statements in this news release that are not historical are forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended. 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.
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