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 7, 2020

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
Commission File Number
(IRS Employer Identification No.)

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302
(Address of Principal Executive Offices)

(518) 377-3311
(Registrant’s telephone number, including area code)

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))

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, $1.00 par value
TRST
Nasdaq Global Select Market

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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. ☐

TrustCo Bank Corp NY

Item 8.01
Other Events

On May 7, 2020, TrustCo Bank Corp NY (the “Company”) announced that, due to continuing public health concerns related to COVID-19, the protocols that federal, state, and local governments are imposing and may continue to impose, and in the interest of the health and wellbeing of its shareholders and other meeting participants, the Company’s Annual Meeting of Shareholders (the “2020 Annual Meeting”) to be held on Thursday, May 21, 2020 at 10:00 AM Eastern Time, will be held in a virtual-only format by webcast. The Company’s decision to switch to a virtual-only format is applicable only to the 2020 Annual Meeting.

A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01.
Financial Statements and Exhibits

(d)
Exhibits

Exhibit No.
Description of Exhibit

99.1
Press Release, dated May 7, 2020.

104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 7, 2020
   
     
 
TRUSTCO BANK CORP NY
 
(Registrant)
     
 
By:
/s/Michael M. Ozimek
   
Michael M. Ozimek
   
Executive Vice President and Chief Financial Officer


Exhibit 99.1


5 Sarnowski Drive, Glenville, New York, 12302

Subsidiary:  Trustco Bank
NASDAQ -- TRST


Contact:
Robert Leonard
Executive Vice President and
Chief Risk Officer
(518) 381-3693

TRUSTCO BANK CORP NY
ANNOUNCES VIRTUAL-ONLY ANNUAL MEETING OF SHAREHOLDERS

FOR IMMEDIATE RELEASE

Glenville, New York – May 7, 2020

TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) today announced that the 2020 Annual Meeting of Shareholders will be held in a virtual-only format by webcast.  This meeting format will be used due to continuing public health concerns related to COVID-19, the protocols that federal, state, and local governments are imposing and may continue to impose, and in the interest of the health and wellbeing of our shareholders and other meeting participants.  The date and time of the meeting as announced in the Company’s 2020 Proxy Statement and Notice of Annual Meeting (“Proxy Statement”) will not change.  The meeting will be held at 10:00 AM Eastern Time on May 21, 2020.

As described in the Proxy Statement, those eligible to vote at the Annual Meeting are shareholders of record as of the close of business on March 23, 2020 or holders of a legal proxy for the meeting. The proxy card included with the Proxy Statement previously distributed will not be updated to reflect the change to a virtual meeting format and may continue to be used to vote shares in connection with the meeting.

Stockholders will be able to attend the meeting online, vote their shares electronically, and submit their questions by visiting www.virtualshareholdermeeting.com/TRST2020 and entering the control number included on the notice, proxy card or voting instruction form previously distributed. Stockholders may log in to the meeting platform beginning at 9:45 Eastern Time on May 21, 2020. Those without a control number may attend the meeting as guests by logging in to the same virtual meeting platform and following the instructions on the website for guest access. Guests will not be able to vote or ask questions.

Shareholders are encouraged to vote their shares by internet, phone, or mail prior to the meeting.  Details can be found on the proxy card, notice and access card, or voting instructions previously provided.

About TrustCo Bank Corp NY

TrustCo Bank Corp NY is a $5.3 billion savings and loan holding company and through its subsidiary, Trustco Bank, operates 148 offices in New York, New Jersey, Vermont, Massachusetts, and Florida.

The common shares of TrustCo are traded on the NASDAQ Global Select Market under the symbol TRST.

Safe Harbor Statement

All statements in this news release that are not historical are forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our expectations for the repurchase of our common stock, including the aggregate amount of such repurchases. Such forward-looking statements are subject to factors that could cause actual results to differ materially from those discussed, including the risk that the stock repurchase program may not be completed as planned on a timely basis or at all and other risks and uncertainties under the heading “Risk Factors” in our most recent annual report on Form 10-K and in our subsequent quarterly reports on Form 10-Q or other securities filings. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise