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 24, 2022
Orange County Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-40711 | 26-1135778 |
| (State or Other Jurisdiction) | (Commission File No.) | (I.R.S. Employer |
| of Incorporation) | Identification No.) |
| 212 Dolson Avenue, Middletown, New York | 10940 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (845) 341-5000
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.50 | OBT | The Nasdaq Stock Market, LLC |
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 x
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. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders of Orange County Bancorp, Inc. (the “Company”) was held on May 24, 2022. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2022. All proposals were approved by the Company’s stockholders. The final results of the stockholder vote were as follows:
| 1. | Election of directors for terms of office as stated below. |
| For | Withheld | Broker Non-Votes | ||||||||||
| William D. Morrison (3 years) | 3,762,491 | 188,100 | 736,621 | |||||||||
| Jonathan F. Rouis, CPA (3 years) | 3,747,160 | 203,431 | 736,621 | |||||||||
| Kevin J. Keane (3 years) | 3,916,710 | 33,881 | 736,621 | |||||||||
| Gustave J. Scacco (1 year) | 3,907,935 | 42,656 | 736,621 | |||||||||
| 2. | The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 4,409,434 | 9,016 | 268,762 | — | |||||||||||
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of businesses acquired. None. | ||||
| (b) | Pro forma financial information. None. | ||||
| (c) | Shell company transactions: None. | ||||
| (d) | Exhibits. | ||||
|
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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, hereunto duly authorized.
| ORANGE COUNTY BANCORP, INC. | ||
| DATE: May 25, 2022 | By: | /s/ Robert Peacock |
| Robert Peacock | ||
Senior Executive Vice President and Chief Financial Officer | ||