Orange County Bancorp Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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):  June 17, 2022

(Exact Name of Registrant as Specified in Charter)

Registrant's telephone number, including area code: (845) 341-5000

(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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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 ☒

Effective June 20, 2024, the Board of Directors of Orange County Bancorp, Inc. (the “Company”) amended Article 4, Section 2 of the Company’s Bylaws to provide that, similar to the requirements in the National Bank Act, directors of the Company must own shares of Company capital stock worth at least $1,000 based on the fair market value of the stock as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater.  A copy of the Amended and Restated Bylaws is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

The Company had previously amended its Bylaws (i) on June 17, 2022 to provide that directors must own $125,000 of Company common stock (the “2022 Amendment”), and (ii) on June 15, 2023 to provide that directors must own Company common stock in accordance with the Company’s Stock Ownership Guidelines (the “2023 Amendment”), which generally provide that non-executive directors have five years from either the establishment of the Stock Ownership Guidelines or their individual appointment as director, whichever is later, to own approximately $125,000 worth of Company common stock.  The Company’s Stock Ownership Guidelines remain in place as a standalone policy, separate from and in addition to the stock ownership requirements in the Bylaws. The text of the 2022 Amendment and the text of the 2023 Amendment are attached hereto as Exhibit 3.2 and Exhibit 3.3, respectively, and are incorporated herein by reference.

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, hereunto duly authorized.