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 23, 2014

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:

o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
 
TrustCo Bank Corp NY

Item 5.07. Submission of Matters to a Vote of Security Holders

1. The Company held its regular annual shareholder meeting on May 22, 2014. Anthony J. Marinello, M.D., Ph.D., and William D. Powers were elected as directors for three-year terms expiring at TrustCo’s 2017 Annual Meeting. Shareholders approved the Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers. The appointment of Crowe Horwath LLP as TrustCo’s independent auditors for 2014 was ratified by shareholders. The table below provides the vote count for each director and for the independent auditor ratification.

 
  
For
    
Withhold
    
   
For as a percentage of total shares voted
    
Broker Non-Vote
  
 
  
   
   
   
   
 
 
  
   
   
   
   
 
Anthony J. Marinello, M.D., Ph.D.
    
70,355,407
      
4,061,728
    
     
94.5
%
    
11,104,456
  
William D. Powers
    
52,035,742
      
22,381,393
    
     
69.9
%
    
11,104,456
  
 
                  
                 
 
  
For
    
Against
    
Abstain
    
For as a percentage of total shares voted
    
Broker Non-Vote
  
Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers
    
68,800,233
      
4,231,879
      
1,385,015
      
92.5
%
    
11,104,456
  
 
                                        
 
  
For
    
Against
    
Abstain
    
For as a percentage of total shares voted
    
Broker Non-Vote
  
Ratification of Crowe Horwath LLP
    
82,921,815
      
2,024,938
      
574,838
      
97.0
%
        
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 23, 2014

 
TrustCo Bank Corp NY
 
(Registrant)
 
 
 
 
By:
/s/ Robert T. Cushing
 
 
Robert T. Cushing
 
 
Executive Vice President and
 
 
Chief Financial Officer