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