UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 11(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  November 21, 2023

TrustCo Bank Corp NY

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302

(Address of principal executive offices)

(518) 377-3311

(Registrant’s telephone number,

including area code)

NOT APPLICABLE

(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:

Indicate by check mark 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 check mark 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.  ☐

On November 21, 2023, the Compensation Committee of the Board of Directors of TrustCo Bank Corp NY (“TrustCo”) approved awards of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“Performance Shares”) to certain eligible employees, including certain of TrustCo’s named executive officers, under the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan (the “Incentive Plan”).  The RSUs and Performance Shares granted to TrustCo’s named executive officers will settle, if earned, in shares of TrustCo’s common stock.

The awards of Performance Shares under the Incentive Plan are subject to both a time-based vesting condition and a performance goals condition. Achievement of the performance goals condition will be measured based upon TrustCo’s return on average equity over a three-year performance period beginning on January 1, 2024 and ending on December 31, 2026 (compared to the return on average equity for TrustCo’s peer group over the same period). The terms and conditions of the Performance Shares are described in more detail in the form of Performance Share Award Agreement attached hereto as Exhibit 10(a), which is incorporated herein by reference.

The RSUs awarded to TrustCo’s named executive officers under the Incentive Plan vest in three equal annual installments beginning on the first anniversary of the grant date. The form of Restricted Stock Unit Award Agreement for the RSUs awarded to the named executive officers is attached hereto as Exhibit 10(b) and is incorporated herein by reference.

Exhibit 99 hereto sets forth the amount of the awards granted to each named executive officer and is incorporated by reference herein.

 

(d)  Exhibits

 

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.

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