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    Pathfinder Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/5/25 1:38:28 PM ET
    $PBHC
    Major Banks
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    Get the next $PBHC alert in real time by email
    8-K
    falsePATHFINDER BANCORP, INC.000160906500016090652025-06-052025-06-05

    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 5, 2025

     

    img237287020_0.jpg

     

    (Exact name of Registrant as specified in its charter)

     

    Commission File Number: 001-36695

     

    Maryland

    38-3941859

    (State or Other Jurisdiction of Incorporation or Organization)

    (I.R.S. Employer Identification Number)

     

    214 West First Street, Oswego, NY 13126

    (Address of Principal Executive Office) (Zip Code)

     

    (315) 343-0057

    (Issuer'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 240.14d-2(b))

    ☐

    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, $0.01 par value

    PBHC

    The Nasdaq Stock Market LLC

     

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

     

     

    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. ☐

     


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

     

    The 2025 Annual Meeting of Shareholders of the Company was held on June 5, 2025. At the 2025 Annual Meeting, shareholders approved all of the proposals which included (i) the election of four directors, Eric Allyn, Meghan Crawford-Hamlin, Adam C. Gagas, and Melanie Littlejohn, each for a three-year term and until their successors have been elected and qualified; and (ii) the ratification of the appointment of Bonadio & Company, LLP, as the independent registered public accounting firm for the year ending December 31, 2025.

    The following table reflects the tabulation of votes with respect to the election of the four directors at the 2025 Annual Meeting:

     

     

    Number of Votes

     

     

    For

    Withheld

    Non Votes

    Director nominees for a three-year term:

     

     

     

    Eric Allyn

    2,722,315

    412,188

    751,433

    Meghan Crawford-Hamlin

    2,295,489

    839,014

    751,433

    Adam C. Gagas

    2,723,236

    411,267

    751,433

    Melanie Littlejohn

    2,625,511

    508,992

    751,433

     

     

    The following table reflects the tabulation of votes with respect to the approval of the ratification of Bonadio & Company, LLP, as our independent registered public accounting firm for the year ending December 31, 2025:

     

    For

    Against

    Abstain

    3,846,031

    10,371

    29,534

     

     


    Item 9.01– Financial Statements and Exhibits

     

    (a)

    Financial statements of businesses acquired. None.

    (b)

    Pro forma financial information. None.

    (c)

    Shell company transactions: None.

    (d)

    Exhibits.

     

     

    104

    Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

     


    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.

     

    PATHFINDER BANCORP, INC.

     

    Date:

    June 5, 2025

    By:

    /s/ James A. Dowd

    James A. Dowd

    President and Chief Executive Officer

     


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