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):  February 21, 2023

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))

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 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. ☐

TrustCo Bank Corp NY

Item 8.01.
Other Events
 
On February 22, 2023 TrustCo Bank Corp NY (“TrustCo”) issued a press release announcing on February 21, 2023 its Board of Directors had declared a quarterly cash dividend of $0.36 per share.  The dividend is payable April 3, 2023, to shareholders of record at the close of business on March 3, 2023.  Attached is a copy of the press release labeled as Exhibit 99(a).
 
Item 9.01.
Financial Statements and Exhibits
 
 
(c)
Exhibits
 
 
Reg S-K Exhibit No.
Description

  99(a)
Press release dated February 22, 2023 announcing that the Board of Directors of TrustCo had declared a quarterly cash dividend of $0.36 per share.

  104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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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: February 22, 2023
    
     
 
TrustCo Bank Corp NY
 
(Registrant)
     
 
By:
/s/ Michael M. Ozimek
   
Michael M. Ozimek
   
Executive Vice President and
   
Chief Financial Officer


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Exhibit 99(a)
News Release

5 Sarnowski Drive, Glenville, New York 12302
(518) 377-3311 Fax: (518) 381-3668

Subsidiary: Trustco Bank

Contact:
Robert M. Leonard

Executive Vice President

(518) 381-3693

TrustCo dividend offers stability in a volatile environment

Glenville, New York – February 22, 2023

The Board of Directors of TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) on February 21, 2023 declared a quarterly cash dividend of $0.36 per share, or $1.44 per share on an annualized basis.   The dividend will be payable on April 3, 2023 to shareholders of record at the close of business on March 3, 2023.

Chairman, President, and Chief Executive Officer Robert J. McCormick said: “The distribution of profits announced today is the product of our record success in 2022. TrustCo has a long and proud tradition of paying quarterly dividends to our owners. Our dependable distribution is a particularly welcome contrast to the volatile environment many investors are attempting to navigate. As an investment, and as a depository, your Home Town Bank provides security in the face of uncertainty.”

About TrustCo Bank Corp NY

TrustCo Bank Corp NY is a $6.0 billion savings and loan holding company. Through its subsidiary, Trustco Bank, Trustco operates 143 offices in New York, New Jersey, Vermont, Massachusetts and Florida. Trustco has a more than 100-year tradition of providing high-quality services, including a wide variety of deposit and loan products. In addition, Trustco Bank’s Financial Services Department offers a full range of investment services, retirement planning and trust and estate administration services. Trustco Bank is rated as one of the best performing savings banks in the country. The common shares of TrustCo are traded on the NASDAQ Global Select Market under the symbol TRST. For more information, visit www.trustcobank.com.

Forward-Looking Statements
All statements in this news release that are not historical are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  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 developments, results or periods. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and such forward-looking statements are subject to factors and uncertainties that could cause actual results to differ materially for TrustCo from the views, beliefs and projections expressed in such statements. Examples of these include, but are not limited to: the effects of inflation and inflationary pressures and changes in monetary and fiscal policies and laws, including increases in the Federal funds target rate by, and interest rate policies of, the Federal Reserve Board; changes in and uncertainty related to benchmark interest rates used to price loans and deposits; the geopolitical and macroeconomic impact of the war in Ukraine; the impact of the actions taken by governmental authorities to contain the COVID-19 pandemic or address the impact of the pandemic on the economy; the risks and uncertainties under the heading “Risk Factors” in our most recent annual report on Form 10-K and, if any, in our subsequent quarterly reports on Form 10-Q; the other financial, operational and legal risks and uncertainties detailed from time to time in TrustCo’s cautionary statements contained in its filings with the Securities and Exchange Commission; and the effect of all of such items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers.  The forward-looking statements contained in this news release represent TrustCo management’s judgment as of the date of this news release. TrustCo disclaims, however, any intent or obligation to update forward-looking statements, either as a result of future developments, new information or otherwise, except as may be required by law.