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 19, 2022
 
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 (“TrustCo” or the “Company”) held its 2022 Annual Meeting of Shareholders on May 19, 2022 (the “Annual Meeting”). At the Annual Meeting, of the 19,201,875 shares outstanding and entitled to vote, 16,125,375 shares were represented, constituting a quorum. All of the nominees for election as directors to serve one-year terms expiring at the Company’s 2023 Annual Meeting of Shareholders were elected by 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 2022 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
  
Dennis A. DeGennaro
    
13,001,521
      
1,253,595
      
36,771
      
91.20
%
Brian C. Flynn
    
13,753,800
      
502,935
      
35,152
      
96.47
%
Lisa M. Lucarelli
    
12,910,903
      
1,344,467
      
36,517
      
90.56
%
Thomas O. Maggs
    
12,781,583
      
1,304,516
      
205,788
      
90.73
%
Anthony J. Marinello
    
12,834,172
      
1,250,786
      
206,929
      
91.11
%
Robert J. McCormick
    
13,881,790
      
371,325
      
38,772
      
97.39
%
Curtis N. Powell
    
14,089,308
      
162,309
      
40,270
      
98.86
%
Kimberly A. Russell
    
13,786,347
      
468,159
      
37,381
      
96.71
%
Frank B. Silverman
    
12,728,080
      
1,526,997
      
36,810
      
89.28
%

   
For
    
Against
    
Abstain
    
Percentage of
Votes Cast For
  
Approval of Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers
    
10,786,963
      
3,429,970
      
74,954
      
75.87
%

   
For
    
Against
    
Abstain
    
Percentage of
Votes Cast For
  
Ratification of the appointment of Crowe LLP as TrustCo’s independent auditors for 2022
    
15,956,527
      
130,720
      
38,128
      
99.18
%
                                 

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 19, 2022.
 
Item 9.01.
Financial Statements and Exhibits
 
(c)          Exhibits
 
Exhibit No.
Description of Exhibit
   
Presentation given at the Annual Meeting of Shareholder held on May 19, 2022.
   
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, 2022
  
   
 
TRUSTCO BANK CORP NY
 
(Registrant)
     
 
By:
/s/Michael M. Ozimek
  
   
Michael M. Ozimek
   
Executive Vice President and Chief Financial Officer