UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Emerging growth company
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If an emerging growth company, indicate by check mark 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 June 6, 2024, the shareholders of Pathfinder Bancorp, Inc. (the “Company”) approved the Pathfinder Bancorp, Inc. 2024 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers (including the named executive officers), employees and directors of the Company and Pathfinder Bank. A description of the material terms of the Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 22, 2024. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 – Submission of Matters to a Vote of Security Holders
The 2024 Annual Meeting of Shareholders of the Company was held on June 6, 2024. At the 2024 Annual Meeting, shareholders approved all of the proposals which included (i) the election of three directors, John P. Funiciello, Tony Scavuzzo, and Lloyd Stemple each for a three-year term and until their successors have been elected and qualified; (ii) the approval of the Pathfinder Bancorp, Inc. 2024 Equity Incentive Plan; (iii) the approval of an advisory nonbinding resolution regarding the compensation of our named executive Officers ("Say-on-Pay"); and (iv) the ratification of the appointment of Bonadio & Company, LLP, as the independent registered public accounting firm for the year ending December 31, 2024.
The following table reflects the tabulation of votes with respect to the election of the three directors at the 2024 Annual Meeting:
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Number of Votes |
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For |
Withheld |
Non Votes |
Director nominees for a three-year term: |
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John P. Funiciello |
2,913,593 |
385,498 |
648,104 |
Tony Scavuzzo |
3,046,682 |
252,409 |
648,104 |
Lloyd "Buddy" Stemple |
2,943,564 |
355,477 |
648,104 |
The following table reflects the tabulation of votes with respect to the approval of the Pathfinder Bancorp, Inc. 2024 Equity Incentive Plan:
For |
Against |
Abstain |
3,070,126 |
205,562 |
23,403 |
The following table reflects the tabulation of votes with respect to the approval of an advisory non-binding resolution regarding the compensation of our named executive Officers ("Say-on-Pay"):
For |
Against |
Abstain |
3,116,755 |
139,488 |
42,848 |
The following table reflects the tabulation of votes with respect to the approval of the ratification of Bonadio & Company, LLP, as our independent registered public accounting firm for the year ending December 31, 2024:
For |
Against |
Abstain |
3,893,814 |
29,544 |
23,837 |
Item 9.01– Financial Statements and Exhibits
(a) |
Financial statements of businesses acquired. None. |
(b) |
Pro forma financial information. None. |
(c) |
Shell company transactions: None. |
(d) |
Exhibits. |
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10.1 |
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104 |
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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, hereunto duly authorized.
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PATHFINDER BANCORP, INC. |
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Date: |
June 7, 2024 |
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By: |
/s/ James A. Dowd |
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James A. Dowd President and Chief Executive Officer |