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):  November 20, 2015

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))
 


TrustCo Bank Corp NY

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 21, 2015, as previously reported, Trustco Bank (the “Bank”), the wholly owned subsidiary of TrustCo Bank Corp NY (the “Company”), entered into a formal agreement with the Comptroller of the Currency of the United States (the “OCC”), pursuant to which the Bank undertook to address certain compliance and governance issues identified by the OCC in its examination of the Bank.

In light of the compliance and governance issues identified by the OCC and the Bank’s undertaking to address these issues beginning in 2015, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company, upon the recommendation of the Company’s Chief Executive Officer and the acknowledgement and agreement of Messrs. Scot R. Salvador, Robert T. Cushing and Robert M. Leonard (collectively, the “Senior Executive Officers”), determined that it would be in the best interests of the Company and the Bank for the Senior Executive Officers to waive their 2015 annual cash bonuses under the Trustco Bank Executive Officer Incentive Plan (the “EOIP”) (the “Waiver”).

On November 17, 2015, the Compensation Committee recommended to the Board that the Company accept the Waiver and Board approved and accepted the Waiver.  As a result, neither the Company nor the Bank will make any cash bonus payments under the EOIP to the Senior Executive
Officers for 2015.
                              
The Consent and Waiver is attached hereto as Exhibit 10(a).
                          
Item 9.01.
Financial Statements and Exhibits
 
 
(c)
Exhibits
 
Reg S-K Exhibit No.
Description
   
10(a)
Consent and Waiver
 
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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 thereunto duly authorized.

Dated: November 20, 2015

 
TrustCo Bank Corp NY
 
(Registrant)
     
 
By:
/s/ Michael M. Ozimek
   
Michael M. Ozimek
   
Senior Vice President and
   
Chief Financial Officer
 
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Exhibits Index
 
The following exhibits are filed herewith:
 
Reg S - K
Exhibit No.
Description
   
Consent and Waiver
 
 
-4-

Exhibit 10(a)
 
CONSENT AND WAIVER
 
The undersigned officer of TrustCo Bank Corp NY (the “Corporation”) and Trustco Bank (the “Bank”), in consideration the receipt of other incentive compensation awards by the Corporation or the Bank, hereby consents and agrees to the action (the “Action”) of the Board of Directors of the Corporation and/or the Bank, or the Compensation Committee thereof, that neither the Corporation nor the Bank shall make any payments under the Trustco Bank Executive Officer Incentive Plan (“Plan”) for 2015, and/or the performance of the Corporation and/or the Bank during such year, to any participant in the Plan who is the president or any executive vice president of the Corporation or the Bank, it being understood that, by this action, the Bank and the Corporation are not delaying payment of awards under the Plan for 2015 but are effecting a complete termination of any award under the Plan for 2015 to the affected officers. Further, the undersigned officer hereby forever waives and releases the Corporation and the Bank from any and all claims, actions or causes of action the undersigned may now or in the future have against the Corporation or the Bank under the Plan, such officer’s employment agreement with the Corporation or the Bank or any other compensatory arrangement (collectively, “Compensation Arrangements”) between such officer and the Corporation or the Bank asserting, alleging or claiming that the Action breaches, violates or is in conflict with any Compensation Arrangement of such officer.
 
This Consent and Waiver is limited to the Action and is not to be construed as consent, waiver or release of any other act of the Corporation or the Bank now or in the future that would constitute a breach or violation of the aforesaid Compensation Arrangements.
 
         
 
Name:
         
   
 
Date: November            , 2015