0001609065-15-000020.txt : 20150508 0001609065-15-000020.hdr.sgml : 20150508 20150508133148 ACCESSION NUMBER: 0001609065-15-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150507 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150508 DATE AS OF CHANGE: 20150508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pathfinder Bancorp, Inc. CENTRAL INDEX KEY: 0001609065 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 161540137 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36695 FILM NUMBER: 15845633 BUSINESS ADDRESS: STREET 1: 214 WEST FIRST STREET CITY: OSWEGO STATE: NY ZIP: 13126 BUSINESS PHONE: (315) 343-0057 MAIL ADDRESS: STREET 1: 214 WEST FIRST STREET CITY: OSWEGO STATE: NY ZIP: 13126 8-K 1 form8-k.htm SUPPLEMENTAL INFORMATION ON ANNUAL MEETING VOTING RESULTS
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 7, 2015


  

PATHFINDER BANCORP, INC.
(Exact name of Registrant as specified in its charter)

Commission File Number: 001-36695

Maryland
38-3941859
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)

214 West First Street, Oswego, NY 13126
(Address of Principal Executive Office) (Zip Code)

(315) 343-0057
(Issuer'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 240.14d-2(b))
☐
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-4c under the Exchange Act (17 CFR 240.13e-4c))


Item 5.07.  Submission of Matters to a Vote of Security Holders.

 The 2015 Annual Meeting of Shareholders of Pathfinder Bancorp, Inc. was held on May 6, 2015.  At the 2015 Annual Meeting, shareholders approved all of the proposals as recommended by the Board of Directors, which included (i) the election of three directors, each for a three-year term and until their successors have been elected and qualified; (ii) the advisory vote on executive compensation "Say-on-Pay"; (iii) the advisory vote on the frequency of future "Say-on-Pay" advisory votes and (iv) the ratification of the appointment of Bonadio & Company, LLP, as the independent registered public accounting firm for the year ending December 31, 2015.
 
The following table reflects the tabulation of votes with respect to the election of three directors at the 2015 Annual Meeting:

 
 
Number of Votes
Name of Director
For
Withheld
Broker Non-Votes
       
 John P. Funiciello
                     2,633,804
                    24,641
                            1,178,628
 Lloyd "Buddy" Stemple
                     2,632,932
                    25,513
                            1,178,628
 Thomas W. Schneider
                     2,618,565
                    39,880
                            1,178,628


The following table reflects the tabulation of votes with respect to the advisory vote on executive compensation:
 
For
Withheld
Abstain
Broker Non-Votes
       
                     2,558,323
                    78,467
                                  21,655
                       1,178,628


The following table reflects the tabulation of votes with respect to the advisory vote on the frequency of future "say-on-pay" advisory votes:

1 Year
2 Year
3 Year
Withheld
Broker Non-Votes
         
                     1,058,254
                    66,752
                            1,505,276
                             25,663
                     1,181,128


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, 2015:
 
 
For
Against
Abstain
     
                     3,802,429
                    19,609
                                  15,035


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.

PATHFINDER BANCORP, INC.



Date:  May 7, 2015
By: /s/ Thomas W. Schneider
 
Thomas W. Schneider
 
President and Chief Executive Officer