8-K

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 21, 2020

TrustCo Bank Corp NY

(Exact Name of Registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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

TrustCo Bank Corp NY (the “Company”) held its 2020 Annual Meeting of Shareholders on May 21, 2020 (the “Annual Meeting”). At the Annual Meeting, of the 96,432,658 shares outstanding and entitled to vote, 82,602,927 shares were represented, constituting a quorum. Anthony

  J. Marinello, M.D., Ph.D. was elected for a one-year term expiring at the Company’s 2021 Annual Meeting of 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 2020 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:

The term of the Company’s director William D. Powers ended at the Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, the Company’s board of directors decided that it will not immediately fill that position and, effective at the Annual Meeting, the number of directors comprising the entire board of each of the Company and its subsidiary Trustco Bank was changed to six.

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.