Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On March 16, 2021, Stephen E. Nelson was appointed to the Board of Directors of Greene County Bancorp, Inc. (the "Company") and its subsidiary, The Bank of Greene County (the "Bank"). Mr. Nelson's appointment will become effective April 20, 2021. There are no arrangements or understandings between Mr. Nelson and any other person pursuant to which Mr. Nelson became a director. Mr. Nelson is not a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

On March 16, 2021, the Board of Directors of the Company amended Article III, Section 2 of the Company's Bylaws to increase the number of directors comprising the board from seven to eight.

The text of the amendment to the Bylaws is attached to this Current Report on Form 8-K as Exhibit 3.2 and is incorporated by reference into this Item 5.03.




Item 8.01 Other Events

On March 18, 2021, Greene County Bancorp, MHC (the "MHC"), the mutual holding company and the 54.1% majority owner of the Company, received the nonobjection of the Federal Reserve Bank of Philadelphia to waive its right to receive dividends, aggregating up to $0.60 per share, paid by the Company during the four quarters ending with the quarters that end on March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021.

As has been previously disclosed, subject to cash flow needs, it is the MHC's intention to waive the dividends declared and paid by the Company on its common stock.

Certain statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as "believes," "will," "expects," "project," "may," "could," "developments," "strategic," "launching," "opportunities," "anticipates," "estimates," "intends," "plans," "targets" and similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, and competition. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.


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Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



   3.2   Text of amendment to Greene County Bancorp, Inc. Bylaws.

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