TrustCo Bank Corp NY filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$TRST
Major Banks
Finance
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
(Exact Name of Registrant as specified in its charter)
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State or other jurisdiction of incorporation
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Commission File Number
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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Zip Code
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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
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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:
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For
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Against
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Abstain
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Percentage of
Votes Cast For
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Steffani Cotugno, DO
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14,141,907
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426,166
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28,555
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97.07
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%
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Brian C. Flynn
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14,137,198
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431,804
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27,626
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97.03
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%
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Lisa M. Lucarelli
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14,118,954
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442,419
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35,255
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96.96
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%
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Thomas O. Maggs
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13,822,276
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746,467
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27,885
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94.87
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%
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Anthony J. Marinello, MD, PhD
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13,801,058
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771,403
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24,167
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94.70
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%
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Robert J. McCormick
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14,108,877
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474,786
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12,965
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96.74
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%
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Curtis N. Powell
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13,976,023
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595,251
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25,354
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95.91
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%
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Kimberly A. Russell
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14,137,144
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427,583
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31,901
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97.06
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%
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Frank B. Silverman
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13,117,402
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1,459,274
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19,952
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89.98
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%
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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:
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For
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Against
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Abstain
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Percentage of
Votes Cast For
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Approval of a Nonbinding
Advisory Resolution on the
Compensation of TrustCo’s
Named Executive Officers
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11,407,193
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3,152,033
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37,402
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78.35
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%
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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:
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For
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Against
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Abstain
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Percentage of
Votes Cast For
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Ratification of the appointment of
Crowe LLP as TrustCo’s
independent registered public
accounting firm for 2025
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15,872,451
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344,761
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21,144
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97.87
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%
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| Item 8.01. |
Other Events
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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
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(d)
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Exhibits
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Exhibit No.
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Description of Exhibit
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Presentation given at the Annual Meeting of Shareholder held on May 20, 2025.
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| 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.
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Dated: May 21, 2025
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TRUSTCO BANK CORP NY
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(Registrant)
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By:
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/s/Michael M. Ozimek
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Michael M. Ozimek
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Executive Vice President and Chief Financial Officer
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