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 21, 2020
 
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, GLENVILLE, NEW YORK 12302
(Address of Principal Executive Offices)
 
(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. ☐

TrustCo Bank Corp NY
 
Item 5.07.
Submission of Matters to a Vote of Security Holders
 
TrustCo Bank Corp NY (the “Company”) held its 2020 Annual Meeting of Shareholders on May 21, 2020 (the “Annual Meeting”). At the Annual Meeting, of the 96,432,658 shares outstanding and entitled to vote, 82,602,927 shares were represented, constituting a quorum. Anthony J. Marinello, M.D., Ph.D. was elected for a one-year term expiring at the Company’s 2021 Annual Meeting of Shareholders, the Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers (“Say on Pay”) was approved by shareholders, and the appointment of Crowe LLP as TrustCo’s independent auditors for 2020 was ratified by shareholders. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
 
   
For
    
Against
    
Abstain
    
Percentage of
Votes Cast For
  
Anthony J. Marinello, M.D., Ph.D
    
67,361,418
      
4,393,257
      
206,812
      
93.87
  

   
For
    
Against
    
Abstain
    
Percentage of
Votes Cast For
  
Approval of Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers
    
67,777,682
      
3,487,989
      
695,816
      
95.10
  

   
For
    
Against
    
Abstain
    
Percentage of
Votes Cast For
  
Ratification of Crowe LLP
    
80,555,467
      
1,571,304
      
476,156
      
98.08
  

Item 8.01.
Other Events

The term of the Company’s director William D. Powers ended at the Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, the Company’s board of directors decided that it will not immediately fill that position and, effective at the Annual Meeting, the number of directors comprising the entire board of each of the Company and its subsidiary Trustco Bank was changed to six.

Item 9.01.
Financial Statements and Exhibits
 
(d)
Exhibits
 
Exhibit No.
Description of Exhibit
   
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 26, 2020
  
   
 
TRUSTCO BANK CORP NY
 
(Registrant)
     
 
By:
/s/Michael M. Ozimek
  
   
Michael M. Ozimek
   
Executive Vice President and Chief Financial Officer