--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-025970" form_type: "8-K" ticker: "TRST" cik: "0000357301" company_name: "TRUSTCO BANK CORP N Y" filed_at: "2023-05-22T23:59:59+00:00" generated_at: "2026-06-14T18:40:40.586555+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # TrustCo Bank Corp NY annual meeting: all 5 proposals pass, directors elected with 81-96% support ## Summary - Elected 9 directors with support ranging from 81.21% (Lucarelli) to 96.44% (McCormick). - Approved amendment and restatement of 2019 Equity Incentive Plan with 94.72% of votes cast. - Advisory vote on executive compensation passed with 75.30% support; future frequency set at 1 year (88.79%). - Ratified appointment of Crowe LLP as independent auditor for 2023 with 98.65% of votes cast. ## SEC filing metadata - accession: 0001140361-23-025970 - form_type: 8-K - ticker: TRST - cik: 0000357301 - company_name: TRUSTCO BANK CORP N Y - filed_at: 2023-05-22T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/357301/000114036123025970/0001140361-23-025970-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/357301/000114036123025970/brhc20053320_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-025970 - JSON: https://secwatch.observer/filing/0001140361-23-025970.json - Plain text: https://secwatch.observer/filing/0001140361-23-025970.txt ## Key facts - Shareholder Votes TRUSTCO BANK CORP N Y shareholders approved Approval of the Amendment and Restatement of the TrustCo Bank Corp NY 2019 Equity Incentive Plan at the 2023-05-18 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-18 source text: Proposal 2 – Approval of the Amendment and Restatement of the TrustCo Bank Corp NY 2019 Equity Incentive Plan. The shareholders approved the adoption of the Amended and Restated TrustCo Bank Corp NY 2019 Equity Incentive Plan. The result of the vote taken at the Annual Meeting was as follows: For Against Abstain Percentage of Votes Cast For Approval of the Amendment and Restatement of the TrustCo Bank Corp NY 2019 Equity Incentive Plan 13,469,698 750,293 86,127 94.72 % evidence_url: https://www.sec.gov/Archives/edgar/data/357301/000114036123025970/0001140361-23-025970-index.htm - Shareholder Votes TRUSTCO BANK CORP N Y shareholders approved Election of Directors at the 2023-05-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-18 source text: Proposal 1 – Election of Directors. The shareholders elected each of the director nominees to serve one-year terms until the Company’s 2024 Annual Meeting of Shareholders and until a successor has been duly elected and qualified. The result of the vote taken at the Annual Meeting was as follows: For Against Abstain Percentage of Votes Cast For Dennis A. DeGennaro 12,854,015 1,407,001 45,102 90.13 % Brian C. Flynn 13,528,777 732,873 44,468 94.86 % Lisa M. Lucarelli 11,583,978 2,680,216 41,924 81.21 % Thomas O. Maggs 12,636,963 1,627,206 41,949 88.59 % Anthony J. Marinello, MD, PhD 12,590,820 1,684,743 30,555 88.19 % Robert J. McCormick 13,766,252 507,134 32,732 96.44 % Curtis N. Powell 13,677,065 584,399 44,654 95.90 % Kimberly A. Russell 13,533,926 725,287 46,905 94.91 % Frank B. Silverman 12,858,000 1,401,539 46,579 90.17 % evidence_url: https://www.sec.gov/Archives/edgar/data/357301/000114036123025970/0001140361-23-025970-index.htm - Shareholder Votes TRUSTCO BANK CORP N Y shareholders approved Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation at the 2023-05-18 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-18 source text: Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The shareholders adopted a resolution approving, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The result of the vote taken at the Annual Meeting was as follows: 1 Year 2 Years 3 Years Abstain Approval of a Nonbinding Advisory Resolution on the frequency of the advisory vote on the Compensation of TrustCo’s Named Executive Officers 12,637,408 89,489 1,505,513 73,708 Percentage of Votes Cast For 88.79 % 0.62 % 10.57 % evidence_url: https://www.sec.gov/Archives/edgar/data/357301/000114036123025970/0001140361-23-025970-index.htm - Shareholder Votes TRUSTCO BANK CORP N Y shareholders approved Advisory Vote on Executive Compensation at the 2023-05-18 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-18 source text: Proposal 3 – Advisory Vote on Executive Compensation. The shareholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A (as filed with the Securities and Exchange Commission on April 3, 2023) in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The result of the vote taken at the Annual Meeting was as follows: For Against Abstain Percentage of Votes Cast For Approval of a Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers 10,703,730 3,509,472 92,916 75.30 % evidence_url: https://www.sec.gov/Archives/edgar/data/357301/000114036123025970/0001140361-23-025970-index.htm - Shareholder Votes TRUSTCO BANK CORP N Y shareholders approved Ratification of Appointment of Independent Registered Public Accountants at the 2023-05-18 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-18 source text: Proposal 5 – Ratification of Appointment of Independent Registered Public Accountants. The shareholders ratified the appointment of Crowe LLP as the independent registered public accountants of the Company for the year ending December 31, 2023. The result of the vote taken at the Annual Meeting was as follows: For Against Abstain Percentage of Votes Cast For Ratification of the appointment of Crowe LLP as TrustCo’s independent auditors for 2023 15,624,404 212,820 44,477 98.65 % evidence_url: https://www.sec.gov/Archives/edgar/data/357301/000114036123025970/0001140361-23-025970-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.