TRUSTCO BANK CORP NY Item 5.07. Submission of Matters to a Vote of Security Holders
TrustCo Bank Corp NY ("TrustCo" or the "Company") held its 2021 Annual Meeting
of Shareholders on May 20, 2021 (the "Annual Meeting"). At the Annual Meeting,
of the 96,441,475 shares outstanding and entitled to vote, 79,539,869 shares
were represented, constituting a quorum. The following individuals were elected
as directors to serve one-year terms expiring at the Company's 2022 Annual
Meeting of Shareholders: Lisa M. Lucarelli , Thomas O. Maggs , Anthony J.
Marinello , MD, PhD, Robert J. McCormick , Kimberly A. Russell , and Frank B.
Silverman ; the Nonbinding Advisory Resolution on the Compensation of TrustCo's
Named Executive Officers ("Say on Pay") was approved by shareholders, the
resolution approving a reverse stock split of TrustCo's Common Stock at a ratio
of 1 for 5 and an amendment to TrustCo's Amended and Restated Certificate of
Incorporation to effect a reverse stock split of TrustCo Common Stock at a ratio
of 1 for 5 and a corresponding proportionate reduction in TrustCo's authorized
Common Stock was adopted; and the appointment of Crowe LLP as TrustCo's
independent auditors for 2021 was ratified by shareholders. The final results
for each of the matters submitted to a vote of shareholders at the Annual
Meeting are as follows:
Percentage of
Votes Cast
For Against Abstain For
Lisa M. Lucarelli 65,690,062 5,472,515 245,813 92.30%
Thomas O. Maggs 64,550,599 6,578,929 278,862 90.75%
Anthony J. Marinello, MD, PhD 63,512,201 7,622,897 273,292 89.28%
Robert J. McCormick 65,452,402 5,686,049 269,939 92.00%
Kimberly A. Russell 70,326,402 791,039 290,949 98.88%
Frank B. Silverman 70,307,905 789,345 311,140 98.88%
Percentage of
For Against Abstain Votes Cast For
Approval of Nonbinding
Advisory Resolution on the
Compensation of TrustCo's
Named Executive Officers 67,479,547 3,451,848 476,995 95.13%
Percentage
of
Outstanding
For Against Abstain Shares
Approval of a reverse stock
split of TrustCo's Common
Stock at a ratio of 1 for
5, amendment of its
Certificate of
Incorporation, and a
proportionate reduction of
TrustCo Authorized Common
Stock 75,883,805 2,703,761 952,303 78.68%
Percentage of
For Against Abstain Votes Cast For
Ratification of the
appointment of Crowe LLP as
TrustCo's independent
auditors for 2021 77,434,310 1,741,717 363,842 97.80%
Item 7.01. Regulation FD Disclosure
On
--------------------------------------------------------------------------------
Item 8.01. Other Events
On
Statements included in this Current Report on Form 8-K, in the exhibits
incorporated by reference herein, and in oral statements made with the approval
of an authorized executive officer that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and are subject to certain
risks and uncertainties that could cause actual operating results and market
performance to differ materially from historical operating results and market
performance and those presently anticipated or projected. More information
regarding such risks and uncertainties can be found in the Company's Annual
Report on Form 10-K for the year ended
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description of Exhibit
99(a) Statement ofRobert J. McCormick to TrustCo shareholders 99(b) Press release datedMay 20, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
© Edgar Online, source
