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): June 19, 2018

GREENE COUNTY BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Federal
 
0-2516
 
14-1809721
(State or Other Jurisdiction of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)

302 Main Street, Catskill NY
12414
 
(Address of Principal Executive Offices)
(Zip Code)
 

Registrant’s telephone number, including area code:
(518) 943-2600

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))

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

On June 19, 2018, Greene County Bancorp, Inc. (the “Company”) adopted an amendment to the Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long-Term Incentive Plan (the “Plan”).  The amendment, which is effective July 1, 2018, increases the number of phantom stock options available for awards under the Plan by Two Million Two Hundred Thousand (2,200,000) to Five Million Eight Hundred Thousand (5,800,000).

Item 9.01.
 
Financial Statements and Exhibits

The following Exhibit is attached as part of this report:

 
Exhibit No.
Description
     
 
Second Amendment to Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long-term Incentive Plan

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.

   
GREENE COUNTY BANCORP, INC.
 
       
DATE:  June 20, 2018
By:
/s/ Donald E. Gibson  
   
Donald E. Gibson
 
   
President and Chief Executive Officer
 
 
 
Exhibit 10.1
 
SECOND AMENDMENT TO
GREENE COUNTY BANCORP, INC.
2011 PHANTOM STOCK OPTION AND LONG-TERM INCENTIVE PLAN

WHEREAS, Greene County Bancorp, Inc. (the “Company”) maintains the Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long-Term Incentive Plan for the benefit of eligible employees, effective July 1, 2011 (the “Plan”); and
 
WHEREAS , the Company desires to amend the Plan to increase the number of phantom stock options available for awards from 3,600,000 (split adjusted from prior authorization of 1,800,000) to 5,800,000, effective as of July 1, 2018; and
 
WHEREAS , Section 6.1 of the Plan permits the Company to amend the Plan from time to time.
 
NOW THEREFORE , the Plan is hereby amended as follows, effective as of July 1, 2018:
 
1.
Section 3.1 of the Plan is hereby amended to read as follows:
 
“ Available Phantom Stock Options .  The number of Phantom Stock Options available for Award under the Plan shall be Nine Hundred Thousand (900,000), subject to adjustment as determined in Section 3.3 .  Effective as of July 1, 2014, the Plan was amended to increase the number of Phantom Stock Options under the Plan to One Million Eight Hundred Thousand (1,800,000), subject to adjustment as determined in Section 3.3 . On March 16, 2016, the Phantom Stock Options available under the Plan were increased, in accordance with Section 3.3 of the Plan, from 1,800,000 to 3,600,000 as a result of a two-for-one stock split.  Effective as of July 1, 2018, the number of Phantom Stock Options available for Award under the Plan shall be increased by Two Million Two Hundred Thousand (2,200,000) to Five Million Eight Hundred Thousand (5,800,000), subject to adjustment as determined in Section 3.3, and reduced by Phantom Stock Options previously granted under the Plan and not forfeited.”

IN WITNESS WHEREOF, the Company has executed this Second Amendment on the date set forth below.

   
GREENE COUNTY BANCORP, INC.
 
         
   
By:
/s/ Donald E. Gibson  
Date
   
Donald E. Gibson
 
     
President and Chief Executive Officer