0001140361-16-063542.txt : 20160505 0001140361-16-063542.hdr.sgml : 20160505 20160505143143 ACCESSION NUMBER: 0001140361-16-063542 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160503 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160505 DATE AS OF CHANGE: 20160505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NBT BANCORP INC CENTRAL INDEX KEY: 0000790359 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 161268674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14703 FILM NUMBER: 161623090 BUSINESS ADDRESS: STREET 1: 52 S BROAD ST CITY: NORWICH STATE: NY ZIP: 13815 BUSINESS PHONE: 6073372265 MAIL ADDRESS: STREET 1: 52 S. BROAD STREET CITY: NORWICH STATE: NY ZIP: 13815 8-K 1 form8k.htm NBT BANCORP INC. 8-K 5-3-2016 (ITEM 5.07)
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 3, 2016
 
NBT BANCORP INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
0-14703
  
16-1268674
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
52 South Broad Street, Norwich, New York
 
13815
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code:   (607) 337-2265
 
 
(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))
 


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

On May 3, 2016, NBT Bancorp Inc. (“NBT”) held its Annual Meeting of Shareholders (the “Annual Meeting”). NBT’s shareholders approved Proposals 1 and 2.  Proposals 1 and 2 are detailed in NBT’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 31, 2016.

The proposals voted on by the shareholders at the Annual Meeting were as follows:

1.
Proposal 1—NBT’s shareholders elected ten individuals to the Board of Directors as set forth below:
 
Nominees
Votes For
Withheld
Broker Non-
Votes
Martin A. Dietrich
29,168,486
249,734
5,946,546
Patricia T. Civil
27,740,811
1,677,409
5,946,546
Timothy E. Delaney
27,743,818
1,674,402
5,946,546
James H. Douglas
29,106,192
312,028
5,946,546
John C. Mitchell
27,736,709
1,681,511
5,946,546
Michael M. Murphy
27,628,193
1,790,027
5,946,546
Joseph A. Santangelo
29,157,401
260,819
5,946,546
Lowell A. Seifter
27,763,484
1,654,736
5,946,546
Robert A. Wadsworth
29,149,423
268,797
5,946,546
Jack H. Webb
29,047,251
370,969
5,946,546
 
2.
Proposal 2—NBT’s shareholders ratified the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of NBT for the fiscal year ending December 31, 2016, as set forth below:
 
Votes For
Votes Against
Abstain
35,107,672
151,931
105,163


Item 7.01 Regulation FD Disclosure.

On May 5, 2016, NBT announced a quarterly cash dividend to be paid on June 15, 2016 to shareholders of record on June 1, 2016.  That press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
Press release dated May 5, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
NBT BANCORP INC.
       
       
Date: May 5, 2016
By: 
/s/ 
F. Sheldon Prentice
     
F. Sheldon Prentice
     
Executive Vice President, General Counsel & Corporate Secretary
 
 
 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1
 
Page 1 of 1
 
FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS

Contact: Martin A. Dietrich, CEO
Michael J. Chewens, CFO
NBT Bancorp Inc.
52 South Broad Street
Norwich, NY 13815
607.337.6119

NBT BANCORP INC. ANNOUNCES CASH DIVIDEND

NORWICH, NY (May 5, 2016) – The Board of Directors of NBT Bancorp Inc. (NBT) (NASDAQ: NBTB) approved a 2016 second-quarter cash dividend of $0.22 per share at a meeting held May 3, 2016. The dividend will be paid June 15, 2016 to shareholders of record as of June 1, 2016.

Corporate Overview

NBT Bancorp Inc. is a financial holding company headquartered in Norwich, N.Y., with total assets of $8.5 billion at March 31, 2016.  The company primarily operates through NBT Bank, N.A., a full-service community bank, and through two financial services companies.  NBT Bank, N.A. has 155 banking locations with offices in New York, Pennsylvania, Vermont, Massachusetts, New Hampshire and Maine. EPIC Advisors, Inc., based in Rochester, N.Y., is a full-service 401(k) plan recordkeeping firm. NBT-Mang Insurance Agency, based in Norwich, N.Y., is a full-service insurance agency. More information about NBT and its divisions can be found on the Internet at: www.nbtbancorp.com, www.nbtbank.com, www.epic1st.com and www.nbtmang.com.