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 17, 2018

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 or Organization
Commission File No.
I.R.S. Employer Identification Number

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:

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))

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.
 


TrustCo Bank Corp NY

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

1.
TrustCo Bank Corp NY held its regular annual shareholder meeting on May 17, 2018.  Thomas O. Maggs, Robert J. McCormick and Lisa M. Reutter were elected as directors for three-year terms expiring at TrustCo’s 2021 Annual Meeting.  The Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers (“Say on Pay”), received the support of 92.6% of the shares voted (66.9% of shares outstanding).  The appointment of Crowe Horwath LLP as TrustCo’s independent auditors for 2018 was ratified by shareholders.  The table below provides the vote count with respect to each director, the Say on Pay resolution and the independent auditor ratification.  The total number of shares eligible to vote as of the record date was 96,354,600 shares, and a majority of the outstanding shares was 48,177,301 shares.

   
For
   
Withhold
   
For as a
percentage of
total shares
voted
   
Broker Non-
Vote
 
Thomas O. Maggs
   
67,847,568
     
1,780,834
     
97.4
%
   
12,747,766
 
Robert J. McCormick
   
67,935,979
     
1,692,423
     
97.6
%
   
12,747,766
 
Lisa M. Reutter
   
68,166,761
     
1,461,641
     
97.9
%
   
12,747,766
 
 
   
For
   
Against
   
Abstain
   
For as a
percentage of
total shares
voted
   
Broker Non-
Vote
 
Approval of a Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers
   
64,452,509
     
4,391,473
     
784,420
     
92.6
%
   
12,747,766
 
 
   
For
   
Against
   
Abstain
   
For as a
percentage of
total shares
voted
         
Ratification of Crowe Horwath LLP
   
80,625,523
     
1,339,147
     
411,498
     
97.9
%
       
 

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 17, 2018
 
   
 
TrustCo Bank Corp NY
 
(Registrant)
     
 
By:
/s/ Michael M. Ozimek
   
Michael M. Ozimek
   
Senior Vice President and
   
Chief Financial Officer