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 17, 2022
NBT BANCORP INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-14703
 
16-1268674
(State or other jurisdiction of incorporation or organization)  
(Commission File Number)
   (I.R.S. Employer Identification No.)
 
52 South Broad Street, Norwich, New York 13815
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (607) 337-2265

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of class
  
Trading Symbol
  
Name of exchange on which registered
Common Stock, par value $0.01 per share
  
NBTB
  
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 ☐
 
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.

On May 17, 2022, NBT Bancorp Inc. (“NBT”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies. The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 7, 2022 (the “Proxy Statement”).

The proposals voted on by the stockholders at the Annual Meeting were as follows:

Proposal 1—NBT’s stockholders elected thirteen individuals to the Board of Directors (the “Board”) of NBT as set forth below:

Nominees
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
John H. Watt, Jr.
28,536,577
432,276
73,376
5,374,580
Martin A. Dietrich
28,264,884
681,836
95,509
5,374,580
Johanna R. Ames
28,293,019
667,676
81,534
5,374,580
J. David Brown
28,611,667
325,610
104,952
5,374,580
Timothy E. Delaney
28,259,152
699,187
83,890
5,374,580
James H. Douglas
27,345,859
1,617,238
79,132
5,374,580
Heidi M. Hoeller
28,680,168
272,507
89,554
5,374,580
Andrew S. Kowalczyk, III
28,503,240
444,468
94,521
5,374,580
V. Daniel Robinson, II
28,177,697
777,119
87,413
5,374,580
Matthew J. Salanger
28,330,325
626,621
85,283
5,374,580
Joseph A. Santangelo
28,141,189
809,046
91,994
5,374,580
Lowell A. Seifter
28,263,672
692,167
86,390
5,374,580
Jack H. Webb
28,646,427
286,774
109,028
5,374,580

 Proposal 2—NBT’s stockholders approved, on a non-binding, advisory basis, the compensation of NBT’s named executive officers as disclosed in the Proxy Statement, as set forth below:

Votes For
Votes Against
Votes Abstain
Broker Non-Votes
27,767,648
928,700
345,881
5,374,580

Proposal 3—NBT’s stockholders ratified the appointment by the Board of KPMG LLP as the independent registered public accounting firm of NBT for the fiscal year ending December 31, 2022, as set forth below:
 
Votes For
Votes Against
Votes Abstain
33,731,729
527,627
157,453

Item 7.01
Regulation FD Disclosure.

On May 17, 2022, NBT approved a second-quarter 2022 cash dividend of $0.28 per share. The dividend will be paid on June 15, 2022 to shareholders of record on June 1, 2022. That press release is furnished as Exhibit 99.1 hereto.
 
Item 8.01
Other Events.

On May 17, 2022, the Board of NBT appointed James H. Douglas as Lead Director succeeding John C. Mitchell after his retirement from the Board, which was effective on the same date. The Board has a number of standing committees, a table showing the corresponding committee chairs are as follows:

Committee
Chair
Audit Committee
Lowell A. Seifter
Risk Management Committee
Matthew J. Salanger
Nominating and Corporate Governance Committee
V. Daniel Robinson II
Compensation and Benefits Committee
Timothy E. Delaney

Item 9.01
Financial Statements and Exhibits.
 
(d)          Exhibits.
 
Exhibit No.
  
Description
     
 
Press release of NBT Bancorp Inc. May 17, 2022
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE
 
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.
 
NBT BANCORP INC.
 
 
 
Date: May 18, 2022
By:
/s/ Scott A. Kingsley
 
 
Scott A. Kingsley
 
 
Executive Vice President and Chief Financial Officer


Exhibit 99.1

FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS

Contact:
John H. Watt, Jr., President and CEO
 
Scott A. Kingsley, Executive Vice President and CFO
 
NBT Bancorp Inc.
 
52 South Broad Street
 
Norwich, NY 13815
 
607-337-6589

NBT BANCORP INC. ANNOUNCES CASH DIVIDEND

NORWICH, NY (May 17, 2022) – The Board of Directors of NBT Bancorp Inc. (“NBT” or the “Company”) (NASDAQ: NBTB) approved a second-quarter cash dividend of $0.28 per share at a meeting held today. The dividend will be paid on June 15, 2022 to shareholders of record as of June 1, 2022.
 
Corporate Overview

NBT Bancorp Inc. is a financial holding company headquartered in Norwich, NY, with total assets of $12.1 billion at March 31, 2022. The Company primarily operates through NBT Bank, N.A., a full-service community bank, and through two financial services companies. NBT Bank, N.A. has 140 banking locations in New York, Pennsylvania, Vermont, Massachusetts, New Hampshire, Maine and Connecticut. EPIC Retirement Plan Services, based in Rochester, NY, is a national benefits administration firm. NBT Insurance Agency, LLC, based in Norwich, NY, is a full-service insurance agency. More information about NBT and its divisions is available online at: www.nbtbancorp.com, www.nbtbank.com, www.epicrps.com and www.nbtinsurance.com.