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 20, 2025
 
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 (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. ☐

Item 5.07.
Submission of Matters to a Vote of Security Holders
 
TrustCo Bank Corp NY (“TrustCo” or the “Company”) held its 2025 Annual Meeting of Shareholders on May 20, 2025 (the “Annual Meeting”). At the Annual Meeting, of the 19,019,749 shares outstanding and entitled to vote, 16,238,356 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 2026 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
    
Percentage of
Votes Cast For
  
Steffani Cotugno, DO
    
14,141,907
      
426,166
      
28,555
      
97.07
%
Brian C. Flynn
    
14,137,198
      
431,804
      
27,626
      
97.03
%
Lisa M. Lucarelli
    
14,118,954
      
442,419
      
35,255
      
96.96
%
Thomas O. Maggs
    
13,822,276
      
746,467
      
27,885
      
94.87
%
Anthony J. Marinello, MD, PhD
    
13,801,058
      
771,403
      
24,167
      
94.70
%
Robert J. McCormick
    
14,108,877
      
474,786
      
12,965
      
96.74
%
Curtis N. Powell
    
13,976,023
      
595,251
      
25,354
      
95.91
%
Kimberly A. Russell
    
14,137,144
      
427,583
      
31,901
      
97.06
%
Frank B. Silverman
    
13,117,402
      
1,459,274
      
19,952
      
89.98
%

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 filed with the Securities and Exchange Commission on April 1, 2025 (the “2025 Proxy Statement”) in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The result of the vote taken at the Annual Meeting was as follows:

   
For
    
Against
    
Abstain
    
Percentage of
Votes Cast For
  
Approval of a Nonbinding
Advisory Resolution on the
Compensation of TrustCo’s
Named Executive Officers
    
11,407,193
      
3,152,033
      
37,402
      
78.35
%

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, 2025. 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 2025
    
15,872,451
      
344,761
      
21,144
      
97.87
%

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 20, 2025.
 
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 20, 2025.
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 21, 2025


TRUSTCO BANK CORP NY

(Registrant)




By:
/s/Michael M. Ozimek


Michael M. Ozimek


Executive Vice President and Chief Financial Officer