8-K

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):  February 21, 2017

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 8.01. Other Events

A press release was issued on February 21, 2017 announcing that the Board of Directors had declared a quarterly cash dividend of $0.065625 per share.  The dividend is payable April 3, 2017, to shareholders of record at the close of business on March 3, 2017.  Attached is a copy of the press release labeled as Exhibit 99(a).

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Reg S-K Exhibit No.	Description
99(a)	Press release dated February 21, 2017 announcing that the Board of Directors had declared a quarterly cash dividend of $0.065625 per share.

-2-

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 21, 2017

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

-3-

Exhibits Index

The following exhibits are filed herewith:

Reg S‑K Exhibit No.	Description	Page
99(a)	Press release dated February 21, 2017, announcing that the Board of Directors had declared a quarterly cash dividend of $0.065625 per share.  The dividend is payable April 3, 2017 to shareholders of record at the close of business on March 3, 2017.	5 - 6

-4-

EX-99.A

Exhibit 99(a)

	News Release
5 Sarnowski Drive, Glenville, New York, 12302

Subsidiary:  Trustco Bank NASDAQ -- TRST

Contact:	Kevin T. Timmons
	Vice President/Treasurer
	(518) 381-3607

FOR IMMEDIATE RELEASE

TrustCo Declares Cash Dividend

Glenville, New York – February 21, 2017

The Board of Directors of TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST)today declared a quarterly cash dividend of $0.065625 per share, or $0.2625 per share on an annualized basis.  The dividend will be payable April 3, 2017, to shareholders of record at the close of business on March 3, 2017.  TrustCo has paid a cash dividend every year since 1904.

President and Chief Executive Officer Robert J. McCormick noted, “We are very pleased that our solid results allow us to continue to provide our shareholders with a strong cash dividend.  We understand how important the TrustCo cash dividend is to our shareholders.  Our cash dividend continues a tradition that extends back over 100 years.”

TrustCo Bank Corp NY is a $4.9 billion savings and loan holding company.  Its subsidiary, Trustco Bank, operates 145 offices in New York, Florida, Massachusetts, New Jersey and Vermont.

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. Examples of forward-looking statements include, among others, statements we make regarding our expectations for our performance during 2016 and for the growth of loans and deposits throughout our branch network, our ability to capitalize on economic changes in the areas in which we operate and the extent to which higher expenses to fulfill operating and regulatory requirements recur or diminish over time.  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 and in our subsequent quarterly reports on Form 10-Q or other securities filings.