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)
 
☐
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 (§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
   
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