STOCK TITAN

NBT Bancorp (NBTB) shareholders back pay plan and KPMG, declare $0.37 dividend

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NBT Bancorp Inc. reported results of its Annual Meeting of Stockholders and declared a cash dividend. Stockholders elected 13 directors, including Martin A. Dietrich and John H. Watt, Jr., with each receiving over 34 million votes for and substantial broker non-votes recorded.

Stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers, with 34,610,946 votes for and 1,018,485 against. They also ratified the appointment of KPMG LLP as independent registered public accounting firm, with 41,843,242 votes for.

The Board approved a second-quarter 2026 cash dividend of $0.37 per share, payable on June 15, 2026 to shareholders of record as of June 1, 2026. The Company reported total assets of $16.20 billion as of March 31, 2026.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 dividend $0.37 per share Cash dividend approved, payable June 15, 2026
Dividend record date June 1, 2026 Shareholders of record will receive Q2 2026 dividend
Dividend payment date June 15, 2026 Payment date for $0.37 per share dividend
Total assets $16.20 billion As of March 31, 2026
Votes for KPMG ratification 41,843,242 votes Auditor ratification for year ending December 31, 2026
Votes for say-on-pay 34,610,946 votes Advisory approval of named executive officer compensation
Broker non-votes on pay 6,534,610 Non-binding advisory say-on-pay proposal
Branch locations 176 locations NBT Bank, N.A. branches across seven states
non-binding, advisory vote regulatory
"the compensation of the Company’s named executive officers was approved in a non-binding, advisory vote"
independent registered public accounting firm regulatory
"the appointment of KPMG LLP, the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2026 was ratified"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"The table below sets forth the voting results for each director nominee ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
financial holding company financial
"NBT Bancorp Inc. is a financial holding company headquartered in Norwich, NY, with total assets of $16.20 billion"
A financial holding company is a parent firm that owns and oversees banks and other financial businesses, such as lending, insurance, or investment services. It matters to investors because it bundles several money-making activities under one roof—like a parent managing several children—so returns, risks, and regulatory rules for banking apply to the whole group; trouble in one unit can affect the company’s profits, capital needs, and dividends.
cash dividend financial
"approved a second-quarter cash dividend of $0.37 per share at a meeting held today"
A cash dividend is a payment made by a company to its shareholders directly in money, usually on a regular schedule. It is a way for investors to receive a portion of the company's profits, similar to earning interest or a bonus for holding the company's stock. Cash dividends provide income to shareholders and can indicate the company's financial health and stability.

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 19, 2026



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 19, 2026, NBT Bancorp Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which (i) directors were elected, (ii) the compensation of the Company’s named executive officers was approved in a non-binding, advisory vote and (iii) the appointment of KPMG LLP (“KMPG”), the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2026 was ratified. The proposals are described in detail in the Company’s Definitive Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 6, 2026. The final results for the votes regarding each proposal are set forth below.

Election of Directors

The following persons were duly elected as directors of the Company until the 2027 Annual Meeting of Stockholders or until their success are duly elected and qualified: Martin A. Dietrich, John H. Watt, Jr., Scott A. Kingsley, Johanna R. Ames, J. David Brown, Richard J. Cantele, Jr., Timothy E. Delaney, Heidi M. Hoeller, Andrew S. Kowalczyk, III, David J. Nasca, V. Daniel Robinson, II and Matthew J. Salanger. The table below sets forth the voting results for each director nominee:

Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
Martin A. Dietrich
 
35,103,977
 
784,725
 
60,266
 
6,534,610
 
John H. Watt, Jr.
 
35,358,184
 
530,716
 
60,068
 
6,534,610
 
Scott A. Kingsley
 
35,581,121
 
307,166
 
60,681
 
6,534,610
 
Johanna R. Ames
 
35,324,621
 
575,123
 
49,224
 
6,534,610
 
J. David Brown
 
35,677,992
 
208,911
 
62,065
 
6,534,610
 
Richard J. Cantele, Jr.
 
35,293,009
 
593,920
 
62,039
 
6,534,610
 
Timothy E. Delaney
 
35,008,038
 
815,102
 
125,828
 
6,534,610
 
Heidi M. Hoeller
 
35,622,430
 
205,677
 
120,861
 
6,534,610
 
Andrew S. Kowalczyk, III
 
35,040,959
 
783,059
 
124,950
 
6,534,610
 
David J. Nasca
 
35,194,003
 
623,474
 
131,491
 
6,534,610
 
V. Daniel Robinson, II
 
34,440,287
 
1,443,125
 
65,556
 
6,534,610
 
Matthew J. Salanger
 
35,032,944
 
851,321
 
64,703
 
6,534,610
 

Advisory Vote to Approve Named Executive Officer Compensation

At the Annual Meeting, the Company’s stockholders voted on a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
34,610,946
 
1,018,485
 
319,537
 
6,534,610
 

Ratification of KPMG as the Company’s Independent Registered Public Accounting Firm

At the Annual Meeting, the Company’s stockholders ratified the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The table below sets forth the voting results for this proposal:

Votes For
 
Votes Against
 
Abstentions
 
41,843,242
 
445,896
 
194,440
 

Item 7.01
Regulation FD Disclosure.

On May 19, 2026, the Company approved a second-quarter 2026 cash dividend of $0.37 per share. The dividend will be paid on June 15, 2026 to shareholders of record on June 1, 2026. That press release is furnished as Exhibit 99.1 hereto.


Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
 
Description
99.1
 
Press Release of NBT Bancorp Inc., dated May 19, 2026
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 19, 2026
By:
/s/ Annette L. Burns
   
Annette L. Burns
   
Executive Vice President and Chief Financial Officer




Exhibit 99.1

FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS

Contact:
Scott A. Kingsley President and CEO
Annette L. Burns, 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 19, 2026) – The Board of Directors of NBT Bancorp Inc. (“NBT” or the “Company”) (NASDAQ: NBTB) approved a second-quarter cash dividend of $0.37 per share at a meeting held today. The dividend will be paid on June 15, 2026 to shareholders of record as of June 1, 2026.
 
Corporate Overview

NBT Bancorp Inc. is a financial holding company headquartered in Norwich, NY, with total assets of $16.20 billion at March 31, 2026. 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 176 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 regional insurance agency. More information about NBT and its divisions is available online at: www.nbtbancorp.com, www.nbtbank.com, www.epicrps.com and www.nbtbank.com/Insurance.



FAQ

What did NBTB stockholders approve at the 2026 annual meeting?

Stockholders elected 13 directors, approved on an advisory basis the compensation of named executive officers, and ratified KPMG LLP as independent registered public accounting firm. Each director received over 34 million votes for, and KPMG’s ratification received 41,843,242 votes for.

How did NBTB shareholders vote on executive compensation in 2026?

Shareholders approved NBT Bancorp’s named executive officer compensation in a non-binding advisory vote. The resolution received 34,610,946 votes for, 1,018,485 votes against, 319,537 abstentions and 6,534,610 broker non-votes, indicating broad but not unanimous support for the current pay program.

Which auditor did NBTB shareholders ratify for fiscal 2026?

Shareholders ratified KPMG LLP as NBT Bancorp’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 41,843,242 for, 445,896 against and 194,440 abstentions, signaling strong shareholder backing for continuing with KPMG.

What dividend did NBT Bancorp (NBTB) declare for Q2 2026?

NBT Bancorp’s Board approved a second-quarter 2026 cash dividend of $0.37 per share. The dividend will be paid on June 15, 2026 to shareholders of record as of June 1, 2026, continuing the company’s practice of returning cash to investors.

When is the record date and payment date for NBTB’s Q2 2026 dividend?

The record date for NBT Bancorp’s second-quarter 2026 dividend is June 1, 2026, and the payment date is June 15, 2026. Shareholders on record by June 1 will receive a $0.37 per share cash distribution on the June payment date.

How large is NBT Bancorp Inc. based on March 31, 2026 data?

NBT Bancorp Inc. reported total assets of $16.20 billion as of March 31, 2026. The company operates primarily through NBT Bank, N.A., with 176 banking locations across several Northeastern states, plus retirement plan services and insurance subsidiaries.

Filing Exhibits & Attachments

4 documents