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): May 21, 2024

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)	(Zip Code)

(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)

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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))

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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

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

TrustCo Bank Corp NY (“TrustCo” or the “Company”) held its 2024 Annual Meeting of Shareholders on May 21, 2024 (the “Annual Meeting”). At the Annual Meeting, of the 19,024,433 shares outstanding and entitled to vote, 16,139,774 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are set forth below.

Proposal 1 – Election of Directors. The shareholders elected each of the director nominees to serve one-year terms until the Company’s 2025 Annual Meeting of Shareholders and until a successor has been duly elected and qualified. The result of the vote taken at the Annual Meeting was as follows:

	For	Against	Abstain	Broker Non- Votes	Percentage of Votes Cast For
Steffani Cotugno, DO	14,010,376	494,554	26,076	1,608,768	96.59%
Brian C. Flynn	13,840,760	653,541	36,705	1,608,768	95.49%
Lisa M. Lucarelli	13,833,372	665,546	32,088	1,608,768	95.40%
Thomas O. Maggs	13,096,466	1,405,977	28,563	1,608,768	90.30%
Anthony J. Marinello, MD, PhD	13,161,405	1,345,860	23,741	1,608,768	90.72%
Robert J. McCormick	13,899,181	602,722	29,103	1,608,768	95.84%
Curtis N. Powell	13,763,822	730,788	36,396	1,608,768	94.95%
Kimberly A. Russell	13,830,778	658,767	41,461	1,608,768	95.45%
Frank B. Silverman	13,104,621	1,336,162	90,223	1,608,768	90.74%

Proposal 2 – Advisory Vote on Executive Compensation. The shareholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A (as filed with the Securities and Exchange Commission on April 1, 2024) in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The result of the vote taken at the Annual Meeting as was follows:

	For	Against	Abstain	Broker Non- Votes	Percentage of Votes Cast For
Approval of a Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers	12,628,290	1,849,232	53,484	1,608,768	87.22%

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024. The result of the vote taken at the Annual Meeting was as follows:

	For	Against	Abstain	Percentage of Votes Cast For
Ratification of the appointment of Crowe LLP as TrustCo's independent registered public accounting firm for 2024	15,675,813	361,734	102,227	97.74%

Item 8.01. Other Events

Attached as Exhibit 99(a) and incorporated by reference herein are the materials presented at the Annual Meeting of Shareholders held on May 21, 2024.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
99(a)	Presentation given at the Annual Meeting of Shareholder held on May 21, 2024.
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 23, 2024
	TRUSTCO BANK CORP NY
	(Registrant)
	By:	/s/Michael M. Ozimek
		Michael M. Ozimek
		Executive Vice President and Chief Financial Officer

EX-99.(A)

Exhibit 99(a)

 TrustCo Bank Corp NY2024 annual meeting of shareholders  Robert J. McCormick  Chairman, President, and CEO 

 TrustCo Bank Corp NY  2  Company Profile  Assets: $6.2bn  Gross Loans: $5.01bn  Deposits: $5.4bn  Q1 2024   Financial Highlights  Company Overview  Headquarters Glenville, NY  Founded 1902  Ticker NASDAQ: TRST  Market Cap(1) 524m  Branches(2) 139  Employees 808  Institutional Ownership 68.71%  Leadership:  Chairman,   President,    and CEO Robert J. McCormick   Note: Data as of 12/31/2023 unless noted:  Market Cap as of 5/1/2024  Branches as of 5/1/2024  Trustco Bank is a member of the Allpoint and Publix Super Market ATM networks  Lines of Business  Consumer Banking  Consumer  Commercial Banking  Other Services  Retail Banking with 139 branch locations  Access to over 55,000 ATMs worldwide(4)  Online and Mobile Banking  Home Lending  Personal Lending   Treasury Services  Consumer loans   Commercial Lending  Business Banking  Small Business Administration Lending   Wealth Management   Advisory Services   Fiduciary Services  Retirement Services  Florida deposits and loans: $1bn  TrustCo Bank Corp NY Annual Meeting 2024 

 Longevity of our Branches  Mont Pleasant, NY  Brandywine, NY  Upper Union, NY  Mayfair, NY  Troy, NY  122 Years Strong  Main Office: 1902 

 4  Q1 2024 Performance Highlights     2.44%  Net Interest Margin   (YTD)     5.2%   Loan Growth   (since Q1 2023)     0.37%  NPLs to Total Loans      $34.12  Book Value  Quarterly loan growth of $130.6 million, or 2.7%, year over year loan growth of $249.4 million, or 5.2%. Loan portfolio continues to reach new highs, quarter after quarter.   Continued strong asset quality. TRST had seven consecutive quarters of net recoveries from 2022-2023, and again in Q1 2024.  Capital continues to grow. Consolidated equity to assets increased to 10.51%, an increase of 3.3% since March 31, 2023.   Book value was $34.12, up $1.81 since Q1 2023.   Net income of $12.1 million, up from $9.8 million in Q4 2023.   ROAA and ROAE improvement from Q4 2023: 0.80% up from 0.64%, and 7.54% up from 6.21%, respectively.   First Quarter 2024:   TrustCo Bank Corp NY Annual Meeting 2024 

 Consistent, Organic, Loan Growth  5  5.5% annualized growth since 2010, and an 5.2% increase since the first quarter of 2023  TrustCo Bank Corp NY Annual Meeting 2024 

 Consistently Strong Credit Quality Compared to Peers  Source: S&P Capital IQ  6  Net Charge-Offs (Recoveries) / Average Loans  TrustCo booked another quarter of net recoveries in the first quarter of 2024.  This follows a trend of seven consecutive quarters of net recoveries from 2022 – 2023.  1 See slide 10 for a list of the companies that comprise TrustCo’s peer group.  TrustCo Bank Corp NY Annual Meeting 2024 

 As of December 31, 2023  TrustCo Bank Corp NY   7  Strong Capital Levels Compared to Peers  Common Equity Tier 1 Ratio:  TRST consistently outranks its peer group in strength of Capital  (%)  TrustCo Bank Corp NY Annual Meeting 2024 

 TrustCo Bank Corp NY Annual Meeting 2024  8  Increases shown are a percent change from prior amount.   Source: Blooomberg  Reliable Dividends Paid to our Shareholders Since 1904  $755 million paid in dividends to shareholders since 2000   TRST’s dividend yield ranks in the top 90th percentile of its peer group, and the 78th percentile of all   U.S. public companies  

 TrustCo in the Community  TrustCo Bank Corp NY Annual Meeting 2024  9  The Schenectady Foundation’s 60th Anniversary   Honoring Trustco Bank’s Home Town Heroes  Regional Food Bank of NENY  FHA Loan Closing  Joseph’s House and Shelter (Troy, NY)  Habitat for Humanity 

 Questions?  10  Thank you for Attending 

 11  Peer Group  Institution  Ticker  City  State  Arrow Financial Corp.  AROW  Glens Falls  NY  BCB Bancorp Inc.  BCBP  Bayonne  NJ  Capital City Bank Group Inc.  CCBG  Tallahassee  FL  CNB Financial  CCNE  Clearfield  PA  ConnectOne Bancorp Inc.  CNOB  Englewood Cliffs  NJ  Financial Institutions Inc.  FISI  Warsaw  NY  First Commonwealth Financial  FCF  Indiana  PA  Flushing Financial Corp.  FFIC  Uniondale  NY  HarborOne Bancorp Inc  HONE  Brockton  MA  Kearny Financial Corp.  KRNY  Fairfield  NJ  Lakeland Bancorp  LBAI  Oak Ridge  NJ  Mid Penn Bancrop  MPB  Millersburg  PA  NBT Bancorp Inc.  NBTB  Norwich  NY  Northfield Bncp (Staten Island  NFBK  Woodbridge  NJ  S&T Bancorp  STBA  Indiana  PA  Seacoast Banking Corp. of FL  SBCF  Stuart  FL  The First Long Island Corp.  FLIC  Glen Head  NY  Tompkins Financial Corporation  TMP  Ithaca  NY  Univest Financial Corp.  UVSP  Souderton  PA 

 Appendix A     Forward-Looking Statements     All statements in this presentation that are not historical are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. 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 development, results or periods. Examples of forward-looking statements include, among others, statements we make regarding our expectations for our future performance, [including our expectations regarding the effects of the economic environment on our financial results, our ability to retain customers and the amount of customers’ business, including deposit balances, with us, the impact of the Federal Reserve’s actions regarding interest rates,] the growth of loans and deposits throughout our branch network, [and] our dividend and capital growth[, and our ability to capitalize on economic changes in the areas in which we operate]. Forward-looking statements are based on management’s current expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Such forward-looking statements are subject to factors and uncertainties that could cause actual results to differ materially for TrustCo from the views, beliefs and projections expressed in such statements, and many of the risks and uncertainties are heightened by or may, in the future, be heightened by volatility in financial markets and macroeconomic or geopolitical concerns related to inflation, continued elevated interest rates and ongoing armed conflicts (including the Russia/Ukraine conflict and the conflict in Israel and surrounding areas). 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: future changes in interest rates; ongoing inflationary pressures and continued elevated prices; exposure to credit risk in our lending activities; our increasing commercial loan portfolio; the sufficiency of our allowance for credit losses on loans to cover actual loan losses; our ability to meet the cash flow requirements of our depositors or borrowers or meet our operating cash needs to fund corporate expansion and other activities; claims and litigation pertaining to fiduciary responsibility and lender liability; our dependency upon the services of the management team; our disclosure controls and procedures’ ability to prevent or detect errors or acts of fraud; the adequacy of our business continuity and disaster recovery plans; the effectiveness of our risk management framework; the impact of any expansion by us into new lines of business or new products and services; the impact of severe weather events and climate change on us and the communities we serve, including societal responses to climate change; increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices; the chance of a prolonged economic downturn, especially one affecting our geographic market area; instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; the soundness of other financial institutions; U.S. government shutdowns, credit rating downgrades, or failure to increase the debt ceiling; fluctuations in the trust wealth management fees we receive as a result of investment performance; the impact of regulatory capital rules on our growth; changes in laws and regulations, including changes in cybersecurity or privacy regulations; restrictions on data collection and use; our compliance with the USA PATRIOT Act, Bank Secrecy Act, and other laws and regulations that could result in material fines or sanctions; changes in tax laws; limitations on our ability to pay dividends; TrustCo Realty Corp.’s ability to qualify as a real estate investment trust; changes in accounting standards; competition within our market areas; consumers and businesses’ use of non-banks to complete financial transactions; our reliance on third-party service providers; the impact of data breaches and cyber-attacks; the impact of a failure in or breach of our operational or security systems or infrastructure, or those of third parties; the impact of an unauthorized disclosure of sensitive or confidential client or customer information; the impact of interruptions in the effective operation of our computer systems; the impact of anti-takeover provisions in our organizational documents; the impact of the manner in which we allocate capital; and other risks and uncertainties under the heading “Risk Factors” in our most recent annual report on Form 10-K and, if any, in our subsequent quarterly reports on Form 10-Q or other securities filings. The forward-looking statements contained in this presentation represent TrustCo management’s judgment as of the date of this presentation. TrustCo disclaims, however, any intent or obligation to update forward-looking statements, either as a result of future developments, new information or otherwise, except as may be required by law. 

XML

Document and Entity Information	May 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 21, 2024
Entity File Number	0-10592
Entity Registrant Name	TrustCo Bank Corp NY
Entity Central Index Key	0000357301
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	14-1630287
Entity Address, Address Line One	5 SARNOWSKI DRIVE
Entity Address, City or Town	GLENVILLE
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12302
City Area Code	518
Local Phone Number	377-3311
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	TRST
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false