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 18, 2023
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,<br><br> <br>GLENVILLE, NEW YORK | 12302 | |
| --- | --- | |
| (Address of principal executive offices) | 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 5.07. | Submission of Matters to a Vote of Security Holders |
|---|
TrustCo Bank Corp NY (“TrustCo” or the “Company”) held its 2023 Annual Meeting of Shareholders on May 18, 2023 (the “Annual Meeting”). At the Annual Meeting, of the 19,024,433 shares outstanding and entitled to vote, 15,881,701 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are set forth below.
Proposal 1 – Election of Directors. The shareholders elected each of the director nominees to serve one-year terms until the Company’s 2024 Annual Meeting of Shareholders and until a successor has been duly elected and qualified. The result of the vote taken at the Annual Meeting was as follows:
| For | Against | Abstain | Percentage of<br><br> <br>Votes Cast For | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Dennis A. DeGennaro | 12,854,015 | 1,407,001 | 45,102 | 90.13 | % | ||||
| Brian C. Flynn | 13,528,777 | 732,873 | 44,468 | 94.86 | % | ||||
| Lisa M. Lucarelli | 11,583,978 | 2,680,216 | 41,924 | 81.21 | % | ||||
| Thomas O. Maggs | 12,636,963 | 1,627,206 | 41,949 | 88.59 | % | ||||
| Anthony J. Marinello, MD, PhD | 12,590,820 | 1,684,743 | 30,555 | 88.19 | % | ||||
| Robert J. McCormick | 13,766,252 | 507,134 | 32,732 | 96.44 | % | ||||
| Curtis N. Powell | 13,677,065 | 584,399 | 44,654 | 95.90 | % | ||||
| Kimberly A. Russell | 13,533,926 | 725,287 | 46,905 | 94.91 | % | ||||
| Frank B. Silverman | 12,858,000 | 1,401,539 | 46,579 | 90.17 | % |
Proposal 2 – Approval of the Amendment and Restatement of the TrustCo Bank Corp NY 2019 Equity Incentive Plan. The shareholders approved the adoption of the Amended and Restated TrustCo Bank Corp NY 2019 Equity Incentive Plan. The result of the vote taken at the Annual Meeting was as follows:
| For | Against | Abstain | Percentage of<br><br> <br>Votes Cast For | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Approval of the Amendment and Restatement of the TrustCo Bank Corp NY 2019 Equity Incentive Plan | 13,469,698 | 750,293 | 86,127 | 94.72 | % |
Proposal 3 – Advisory Vote on Executive Compensation. The shareholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A (as filed with the Securities and Exchange Commission on April 3, 2023) in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The result of the vote taken at the Annual Meeting was as follows:
| For | Against | Abstain | Percentage of<br><br> <br>Votes Cast For | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Approval of a Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers | 10,703,730 | 3,509,472 | 92,916 | 75.30 | % |
Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The shareholders adopted a resolution approving, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The result of the vote taken at the Annual Meeting was as follows:
| 1 Year | 2 Years | 3 Years | Abstain | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Approval of a Nonbinding Advisory Resolution on the frequency of the advisory vote on the Compensation of TrustCo’s Named Executive Officers | 12,637,408 | 89,489 | 1,505,513 | 73,708 | |||||||
| Percentage of Votes Cast For | 88.79 | % | 0.62 | % | 10.57 | % |
Proposal 5 – Ratification of Appointment of Independent Registered Public Accountants. The shareholders ratified the appointment of Crowe LLP as the independent registered public accountants of the Company for the year ending December 31, 2023. The result of the vote taken at the Annual Meeting was as follows:
| For | Against | Abstain | Percentage of Votes Cast For | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Ratification of the appointment of Crowe LLP as TrustCo’s independent auditors for 2023 | 15,624,404 | 212,820 | 44,477 | 98.65 | % | ||||
| 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 18, 2023.
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description of Exhibit |
| --- | --- |
| 99(a) | Presentation given at the Annual Meeting of Shareholder held on May 18, 2023. |
| 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 22, 2023 | ||
|---|---|---|
| TRUSTCO BANK CORP NY | ||
| (Registrant) | ||
| By: | /s/Michael M. Ozimek | |
| Michael M. Ozimek | ||
| Executive Vice President and Chief Financial Officer |
Exhibit 99(a)
TrustCo Bank COrp ny2023 Annual meeting of Shareholders Robert J. McCormick, Chairman, President, and CEO
Agenda Remarks by the President Shareholder Questions and Comments Adjournment TrustCo Bank Corp NY Annual Meeting 2023
3 TrustCo Celebrated its 40 Year Listing Anniversary with Nasdaq on April 18, 2023 *Source: Bloomberg
Effect of 1-for-5 Reverse Stock SplitImplemented May 28, 2021 TRST Share Price leading up to reverse split: TRST Share Price steadies post-reverse split: TrustCo Bank Corp NY Annual Meeting 2023 4 Greater Volatility Greater Stability
TrustCo Bank Corp NY Total Return Before and After Reverse Split TrustCo Bank Corp NY Annual Meeting 2023 5 *Time periods shown are the 19 months leading up to, and following, the reverse stock split implemented May 28, 2021. Source: Bloomberg
TrustCo's Dividend Increases TrustCo Bank Corp NY Annual Meeting 2023 6 *Increases shown are a percent change from prior amount. Source: Blooomberg
Performance versus our Peer Group:Return on Average Assets: 77th Percentile TrustCo Bank Corp NY Annual Meeting 2023 7 TRST = 1.22 Top 77th percentile *Time period measured 1/1/2022 – 12/31/2022
Performance versus our Peer Group:Efficiency Ratio*: 78th percentile TrustCo Bank Corp NY Annual Meeting 2023 8 TRST = 50.22 Top 78th percentile *Efficiency ratio is a non-GAAP financial measure. A reconciliation of TRST’s efficiency ratio is included at the end of the presentation. *Time period measured 1/1/2022 – 12/31/2022
Performance versus our Peer Group:Tier 1 Risk Based Capital: 100th Percentile TrustCo Bank Corp NY Annual Meeting 2023 9 TRST = 18.93 100th percentile *Time period measured 1/1/2022 – 12/31/2022
Performance versus our Peer Group:Total Shareholder Return: 95th percentile TrustCo Bank Corp NY Annual Meeting 2023 10 TRST = 13.85% 95th percentile *Time period measured 1/1/2022 – 12/31/2022
TrustCo Bank Corp NY's Share Price As Compared to its Peer Group and The S&P 500 Index TrustCo Bank Corp NY Annual Meeting 2023 11
Earnings Over Time TrustCo Bank Corp NY Annual Meeting 2023 12 *$ in thousands
Loan Growth: Steady Increases Each Year TrustCo Bank Corp NY Annual Meeting 2023 13 Over a 100% increase in loan growth since 2010 *$ in thousands
Total Assets TrustCo Bank Corp NY Annual Meeting 2023 14 Total assets grew 52% from 2010 through 2022 *$ in thousands
Deposit Growth TrustCo Bank Corp NY Annual Meeting 2023 15 *$ in thousands
2022 Highlights in the Community Run For Freedom 5K Earth Day Cleanup Casselberry and Halfmoon Hurricane Ian Kentucky Flooding Regional Food Bank Capital Roots Ronald McDonald House Joseph’s House Stickball Workforce Challenge – 2nd Place for Participation TrustCo Bank Corp NY Annual Meeting 2023 16
Non-GAAP Financial Measures Reconciliation 17 TrustCo Bank Corp NY Annual Meeting 2023 Efficiency Ratio As of December 31, 2022 As of December 31, 2021 Net Interest Income (Taxable Equivalent)(Non-GAAP) $180,136 $160,409 Non-interest income (GAAP) 19,260 17,937 Less: Net gain on securities - - Less: Net gain on sale of building and net gain on sale of nonperforming loans 268 - Revenue used for efficiency ratio (Non-GAAP) $199,128 $178,346 Total Noninterest expense (GAAP) $100,309 $101,662 Less: Other real estate (income) expense, net 310 183 Expenses used for efficiency ratio (Non-GAAP) $100,009 $101,479 Efficiency Ratio 50.22% 56.90%
Thank You For Attending! TrustCo Bank Corp NY 5 Sarnowski Drive Glenville, NY 12302 TrustCo Bank Corp NY Annual Meeting 2023 18