institution’s capital and surplus (up to a maximum of $500,000) must be approved in advance by a majority of the disinterested members of the board of directors. TrustCo and Trustco Bank have adopted written policies and procedures that implement these requirements. Such transactions do not constitute reportable related person transactions under applicable SEC rules.
No other transactions since January 1, 2025, in which TrustCo was, is, or will be a participant, involving an amount exceeding $120,000, and in which a related person has a direct or indirect material interest were identified.
Insurance For Indemnification of Officers and Directors
TrustCo’s Bylaws provide detailed procedures to address circumstances under which an officer or director of TrustCo may seek indemnification from TrustCo and when such indemnification may be authorized. TrustCo’s employment agreements with Robert J. McCormick, Michael M. Ozimek, Robert M. Leonard, Kevin M. Curley, and Michael Hall contain provisions that obligate TrustCo or Trustco Bank to indemnify the officers under certain circumstances. TrustCo renewed insurance for the indemnification of its executive officers and directors of TrustCo and Trustco Bank from Travelers Casualty and Surety Company of America for the primary coverage and a series of insurance companies for supplemental layers of coverage effective for the one-year period from October 10, 2025 to October 10, 2026. The cost of this insurance was $693,473and coverage is provided to all executive officers and directors of TrustCo and Trustco Bank. TrustCo’s board of directors has no knowledge of any claims made or sum paid pursuant to such insurance policy during 2024.
Delinquent Section 16(a) Reports
Under Section 16 of the Exchange Act of 1934, as amended, our directors, executive officers and any persons holding more than 10% of our common stock are required to report to the SEC initial ownership of our common stock and any subsequent changes in ownership. The SEC has established specific filing due dates, and we are required to disclose any failure to file required ownership reports by these dates. Based solely on a review of forms filed with the SEC and the written representations of such persons, we are not aware of any late Section 16(a) filings during 2025.
Annual Report on Form 10-K
TrustCo will provide without charge a copy of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 upon written request. Requests and related inquiries should be directed to: Michael Hall, Corporate Secretary, TrustCo Bank Corp NY, 5 Sarnowski Drive, Glenville New York 12302.
Upon written request, TrustCo will provide without charge a copy of its Code of Conduct. Requests and related inquiries should be directed to: Michael Hall, Corporate Secretary, TrustCo Bank Corp NY, 5 Sarnowski Drive, Glenville New York 12302. The Code of Conduct also is available on the Company’s web site at www.trustcobank.com under the “Investor Relations” link.
Deadline For Shareholder Proposals
In order for a proposal by a shareholder of TrustCo to be eligible to be included in the proxy statement and proxy form for the 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”) pursuant to SEC Rule 14a-8, the proposal must be received by TrustCo’s Corporate Secretary, Michael Hall, at TrustCo Bank Corp NY, 5 Sarnowski Drive, Glenville New York 12302, on or before December 2, 2026. If the date of the 2027 Annual Meeting changes by more than 30 days from May 19, 2026, then the deadline to submit shareholder proposals for inclusion in the proxy statement for the 2027 Annual Meeting will be a reasonable time before TrustCo begins to print and mail its proxy materials for the 2027 Annual Meeting. TrustCo will determine whether to include a proposal in the 2027 proxy statement in accordance with the SEC rules governing the solicitation of proxies.
If a shareholder proposal or nomination is submitted outside of the proposal process mandated by SEC Rule 14a-8, and is submitted instead under TrustCo’s advance notice Bylaw provision (Section 1.10 of the Bylaws), the proposal must be received by TrustCo’s Corporate Secretary, Michael Hall at TrustCo Bank Corp NY, 5 Sarnowski Drive, Glenville New York 12302 not earlier than the close of business on January 19, 2027 nor later than the close of business February 18, 2027, together with the necessary supporting documentation required under that Bylaw provision. If the date of the 2027 Annual Meeting is advanced by more than 30 days or is delayed by more than 60 days from May 19, 2027, then to be timely the nomination or proposal must be received by TrustCo no earlier than the 120th day prior to the 2027 Annual Meeting and no later than the close of business on the later of the 90th day prior to the meeting or the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting is first made.
