DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

 

☐   Preliminary Proxy Statement
☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐   Definitive Proxy Statement
☒   Definitive Additional Materials
☐   Soliciting Material Pursuant to §240.14a-12

TrustCo Bank Corp NY

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒   No fee required.
☐   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

☐   Fee paid previously with preliminary materials.
☐   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount previously paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing party:

 

     

  (4)  

Date Filed:

 

     

 

 

 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 23, 2019.

 

TRUSTCO BANK CORP NY

 

TRUSTCO BANK CORP NY

ATTN: MICHAEL HALL

5 SARNOWSKI DRIVE

GLENVILLE, NY 12302

 

LOGO

Meeting Information

Meeting Type:         Annual Meeting

For holders as of:    March 25, 2019

Date: May 23, 2019    Time: 10:00 AM Eastern Time

  Location:

Trustco Bank’s Loan Center

   

6 Metro Park Road

   

Albany, New York 12205

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

    Before You Vote

        How to Access the Proxy Materials

 

    

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT                    ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and
visit: www.proxyvote.com, or scan the QR Barcode below.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your request:

                                     1) BY INTERNET:        www.proxyvote.com

                                     2) BY TELEPHONE:    1-800-579-1639

                                     3) BY E-MAIL*:             sendmaterial@proxyvote.com

 

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
LOGO  (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make
the request as instructed above on or before May 9, 2019 to facilitate timely delivery.

 

 How To Vote

     Please Choose One of the Following Voting Methods

    LOGO           

 

 
 

 

 

 

LOGO

 

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the Proxy Statement for directions on how to attend the annual meeting and any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow  LOGO  (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 
 

         Voting Items               

The Board of Directors recommends you vote FOR

the following:

 

  1.

Election of Directors for a three-year term expiring

   

at the 2022 Annual Meeting of Shareholders.

Nominees:

01)   Dennis A. DeGennaro

02)   Brian C. Flynn

The Board of Directors recommends you vote FOR the following proposals:

 

  2.

Amendment of Certificate of Incorporation to change the vote required for approval of certain shareholder matters.

 

  3.

Amendment of Certificate of Incorporation to declassify the Board of Directors.

 

  4.

Approval of the 2019 TrustCo Bank Corp NY Equity Incentive Plan.

 

  5.

Approval of a nonbinding advisory resolution on the compensation of TrustCo’s named executive officers.

 

  6.

Ratification of the appointment of Crowe LLP as independent auditors for 2019.

 

LOGO

   

    

  

    

     
     
       
       
LOGO      

LOGO