8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 11(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  February 16, 2016

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 or Organization	Commission File No.	I.R.S. Employer Identification Number

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302

(Address of principal executive offices)

(518) 377-3311

(Registrant’s Telephone Number,

Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

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))

TrustCo Bank Corp NY

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2016, Robert A. McCormick notified the board of directors of TrustCo Bank Corp NY (the “Company”) that he will not stand for re-election to the Company’s board and will retire from the board of the Company and Trustco Bank when his current term expires at the Company’s Annual Meeting to be held on May 19, 2016.  Mr. McCormick’s decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On February 18, 2016, the Company issued a press release with respect to Mr. McCormick’s retirement. A copy of the press release is attached hereto as Exhibit 99(a) and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit No. Description

99(a) Press release dated February 18, 2016

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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: February 18, 2016
	TrustCo Bank Corp NY
	(Registrant)
	By:	/s/ Michael M. Ozimek
		Michael M. Ozimek
		Senior Vice President and
		Chief Financial Officer

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Exhibits Index

The following exhibits are filed herewith:

Exhibit No.	Description	Page
99(a)	Press release dated February 18, 2016.	5 – 6

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EX-99.A

Exhibit 99(a)

    News Release

5 Sarnowski Drive, Glenville, New York, 12302

(518) 377-3311 Fax:  (518) 381-3668

Subsidiary:  Trustco Bank NASDAQ -- TRST

Contact: Kevin T. Timmons

Vice President/Treasurer

(518) 381-3607

TrustCo Announces the Retirement of Robert A. McCormick

Glenville, New York – February 18, 2016

TrustCo Bank Corp NY (the “Company”) (Nasdaq: TRST)announced that Robert A McCormick will retire from the Board of Directors of the Company and Trustco Bank when his current term expires at the Company’s Annual Meeting to be held on May 19, 2016.  Mr. McCormick joined the Company’s predecessor, Schenectady Trust, in 1977, at which point the company had 12 branches and assets of $210 million.  Today, the company has 145 branches and assets of $4.7 billion.

Mr. McCormick served as President and Chief Executive Officer of the Company from 1984 until his retirement in 2002, and has subsequently been a key member of the Board, including Chairman through 2008.  The dramatic expansion that occurred since 1977 was driven by Mr. McCormick’s long term vision for the Company, his hands-on execution of the strategies designed to achieve this vision and his pervasive enthusiasm for all aspects of the business.  Included in the Company’s growth was the expansion of the branch network in Upstate New York to a total of 64 offices, an additional 30 branches in Downstate New York, New Jersey and Massachusetts, and the creation of a 51 branch network of offices in Central Florida.  The growth of the Company’s capital base occurred despite internally funding the expansion program and an aggressive payout of dividends to shareholders.  Just since 2000, the Company has paid out dividends of $545 million to shareholders as a result of consistent, solid profitability and the long standing policy of returning unneeded capital to shareholders.

The Company’s current size, financial strength and extensive branch network are testament to Mr. McCormick’s leadership, and he will leave the Board well-positioned for the future upon his retirement.

TrustCo Bank Corp NY is a $4.7 billion savings and loan holding company and through its subsidiary, Trustco Bank, operated 145 offices in New York, New Jersey, Vermont, Massachusetts, and Florida.

In addition, the Bank’s Financial Services Department offers a full range of investment services, retirement planning and trust and estate administration services. The common shares of TrustCo are traded on the NASDAQ Global Select Market under the symbol TRST.

Safe Harbor Statement

All statements in this news release that are not historical are forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended.  Forward-looking statements can be identified by words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Such forward-looking statements are subject to factors that could cause actual results to differ materially for TrustCo from those discussed. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The following important factors, among others, in some cases have affected and in the future could affect TrustCo’s actual results and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward-looking statement:  our ability to continue to originate a significant volume of one-to-four family mortgage loans in our market areas; our ability to continue to maintain noninterest expense and other overhead costs at reasonable levels relative to income; our ability to comply with the supervisory agreement entered into with Trustco Bank’s regulator and potential regulatory actions if we fail to comply; restrictions or conditions imposed by our regulators on our operations that may make it more difficult for us to achieve our goals; the future earnings and capital levels of Trustco Bank and the continued ability of Trustco Bank under regulatory rules and the supervisory agreement to distribute capital to TrustCo, which could affect our ability to pay dividends; results of examinations of Trustco Bank and TrustCo by our respective regulators; our ability to make accurate assumptions and judgments regarding the credit risks associated with lending and investing activities; the effect of changes in financial services laws and regulations and the impact of other governmental initiatives affecting the financial services industry; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board, inflation, interest rates, market and monetary fluctuations; the perceived overall value of our products and services by users, including in comparison to competitors’ products and services and the willingness of current and prospective customers to substitute competitors’ products and services for our products and services; real estate and collateral values; changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the FASB or PCAOB; changes in local market areas and general business and economic trends, as well as changes in consumer spending and saving habits; our success at managing the risks involved in the foregoing and managing our business; and other risks and uncertainties under the heading “Risk Factors” in our most recent annual report on Form 10-K, as amended, and, if any, in our subsequent quarterly reports on Form 10-Q or other securities filings.