UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 11(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 16, 2024
TrustCo Bank Corp NY
(Exact name of registrant as specified in its charter)
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NEW YORK
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0-10592
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14-1630287
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File No.)
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(I.R.S. Employer Identification Number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $1.00 par value
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TRST
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Nasdaq Global Select Market
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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).
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Emerging growth company ☐
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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.
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On July 16, 2024, TrustCo Bank Corp NY (the “Company” or “TrustCo”) announced the appointment of Robert M. Leonard as the Chief Operating Officer of
the Company and the Company’s principal subsidiary, Trustco Bank, effective July 16, 2024. Mr. Leonard, age 61, has served as Executive Vice President Corporate Services and Risk for the Company and Trustco Bank since 2013. Prior to that time, he has
held various roles at the Company and Trustco Bank since joining the Company in 1986, including Senior Vice President of TrustCo and Trustco Bank from 2010 to 2013, Secretary of TrustCo and Trustco Bank from 2003 to 2006 and 2009 to 2016, and
Assistant Secretary of TrustCo and Trustco Bank from 2006 to 2009. Mr. Leonard has served as an executive officer of TrustCo and Trustco Bank since 2003.
There are no arrangements or understandings between Mr. Leonard and any other persons pursuant to which he was appointed as Chief Operating Officer of
the Company and Trustco Bank. There is no family relationship existing between Mr. Leonard and any executive officer or director of the Company, and there are no related party transactions between the Company and Mr. Leonard that would require
disclosure under Item 404(a) of Regulation S‑K under the Securities Exchange Act of 1934, as amended. There have been no material changes to Mr. Leonard’s compensation arrangements with the Company, which are described in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission on April 1, 2024 (under the heading “Executive Compensation”), in connection with this appointment.
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.
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Dated: July 16, 2024
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TRUSTCO BANK CORP NY
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(Registrant)
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By:
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/s/ Michael M. Ozimek |
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Michael M. Ozimek |
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Executive Vice President and |
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Chief Financial Officer |