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

On May 17, 2022, NBT Bancorp Inc. ("NBT") held its Annual Meeting of Stockholders (the "Annual Meeting"). The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies. The proposals are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 7, 2022 (the "Proxy Statement").

The proposals voted on by the stockholders at the Annual Meeting were as follows:

Proposal 1-NBT's stockholders elected thirteen individuals to the Board of Directors (the "Board") of NBT as set forth below:



        Nominees         Votes For  Votes Against Votes Abstain Broker Non-Votes
John H. Watt, Jr.        28,536,577    432,276       73,376        5,374,580
Martin A. Dietrich       28,264,884    681,836       95,509        5,374,580
Johanna R. Ames          28,293,019    667,676       81,534        5,374,580
J. David Brown           28,611,667    325,610       104,952       5,374,580

Timothy E. Delaney 28,259,152 699,187 83,890 5,374,580 James H. Douglas 27,345,859 1,617,238 79,132 5,374,580 Heidi M. Hoeller 28,680,168 272,507 89,554 5,374,580 Andrew S. Kowalczyk, III 28,503,240 444,468 94,521 5,374,580 V. Daniel Robinson, II 28,177,697 777,119 87,413 5,374,580 Matthew J. Salanger 28,330,325 626,621 85,283 5,374,580 Joseph A. Santangelo 28,141,189 809,046 91,994 5,374,580 Lowell A. Seifter 28,263,672 692,167 86,390 5,374,580 Jack H. Webb

             28,646,427    286,774       109,028       5,374,580

Proposal 2-NBT's stockholders approved, on a non-binding, advisory basis, the compensation of NBT's named executive officers as disclosed in the Proxy Statement, as set forth below:

Votes For Votes Against Votes Abstain Broker Non-Votes 27,767,648 928,700 345,881 5,374,580

Proposal 3-NBT's stockholders ratified the appointment by the Board of KPMG LLP as the independent registered public accounting firm of NBT for the fiscal year ending December 31, 2022, as set forth below:



Votes For  Votes Against Votes Abstain
33,731,729    527,627       157,453

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Item 7.01 Regulation FD Disclosure.

On May 17, 2022, NBT approved a second-quarter 2022 cash dividend of $0.28 per share. The dividend will be paid on June 15, 2022 to shareholders of record on June 1, 2022. That press release is furnished as Exhibit 99.1 hereto.




Item 8.01 Other Events.

On May 17, 2022, the Board of NBT appointed James H. Douglas as Lead Director succeeding John C. Mitchell after his retirement from the Board, which was effective on the same date. The Board has a number of standing committees, a table showing the corresponding committee chairs are as follows:



                  Committee                           Chair
Audit Committee                                 Lowell A. Seifter
Risk Management Committee                      Matthew J. Salanger

Nominating and Corporate Governance Committee V. Daniel Robinson II Compensation and Benefits Committee

Timothy E. Delaney

Item 9.01 Financial Statements and Exhibits.





(d)     Exhibits.

Exhibit No.   Description

  99.1        Press release of NBT Bancorp Inc. May 17, 2022

104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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