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Shareholders at Orange County Bancorp (OBT) approve all 2026 meeting proposals

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

Rhea-AI Filing Summary

Orange County Bancorp, Inc. reported that stockholders approved all proposals at its Annual Meeting held on May 26, 2026. Three director nominees, including Michael J. Gilfeather, Marianna R. Kennedy, and Richard B. Rowley, were each elected to three-year terms with strong majorities and broker non-votes reported.

Stockholders also approved an additional proposal with 10,383,141 votes for, 3,697 against, and 153,176 abstentions, with no broker non-votes. The meeting outcomes confirm continued stockholder support for the company’s board and agenda as presented in its definitive proxy statement dated April 15, 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.
Votes for Michael J. Gilfeather 9,208,032 votes Director election for three-year term with broker non-votes
Votes for Marianna R. Kennedy 8,654,151 votes Director election for three-year term with broker non-votes
Votes for Richard B. Rowley 8,915,197 votes Director election for three-year term with broker non-votes
Votes for additional proposal 10,383,141 for; 3,697 against; 153,176 abstain Stockholder proposal with no broker non-votes
Annual Meeting of Stockholders financial
"The Annual Meeting of Stockholders of Orange County Bancorp, Inc. was held on May 26, 2026."
definitive proxy statement regulatory
"the proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2026."
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
broker non-votes financial
"The final results of the stockholder vote were as follows ... 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.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
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 26, 2026

Orange County Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
001-40711
26-1135778
(State or Other Jurisdiction)
(Commission File No.)
(I.R.S. Employer
of Incorporation)
  
Identification No.)
     
212 Dolson Avenue, Middletown, New York
10940
(Address of Principal Executive Offices)
(Zip Code)


Registrant's telephone number, including area code: (845) 341-5000

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 (see General Instruction A.2. below):

☐
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, par value $0.25
  
OBT
  
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

The Annual Meeting of Stockholders of Orange County Bancorp, Inc. (the “Company”) was held on May 26, 2026. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2026. All proposals were approved by the Company’s stockholders.  The final results of the stockholder vote were as follows:

1.
Election of directors for terms of office as stated below.

   
For
  
Withheld
  
Broker
Non-Votes
Michael J. Gilfeather (3 years)
  
9,208,032
  
51,423
  
1,280,559
Marianna R. Kennedy (3 years)
  
8,654,151
  
505,304
  
1,280,559
Richard B. Rowley (3 years)
  
8,915,197
  
344,258
  
1,280,559
             

2.
The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

For
  
Against
  
Abstain
  
Broker Non-Votes
10,383,141
  
3,697
  
153,176
  
—



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, hereunto duly authorized.




   
ORANGE COUNTY BANCORP, INC.
     
     
     
DATE: May 27, 2026
By:  
 /s/ Michael Lesler
   
Michael Lesler
   
Executive Vice President and Chief Financial Officer
     

Source: View Original Filing on SEC EDGAR

FAQ

What did Orange County Bancorp (OBT) announce from its 2026 Annual Meeting?

Orange County Bancorp announced that all proposals at its May 26, 2026 Annual Meeting were approved. Stockholders elected three directors to three-year terms and passed an additional proposal, reflecting broad support for the company’s proxy statement filed on April 15, 2026.

Were Orange County Bancorp (OBT) director nominees elected by stockholders?

Yes, all three Orange County Bancorp director nominees were elected to three-year terms. Michael J. Gilfeather, Marianna R. Kennedy, and Richard B. Rowley each received strong majorities of votes cast, along with reported broker non-votes typical in uncontested director elections.

How many votes supported the additional proposal at Orange County Bancorp’s 2026 meeting?

The additional proposal received 10,383,141 votes for, 3,697 against, and 153,176 abstentions. There were no broker non-votes reported on this item, indicating substantial approval among voting stockholders for the proposal described in the company’s definitive proxy statement.

What does broker non-votes mean in Orange County Bancorp’s 2026 vote results?

Broker non-votes are shares held in street name where brokers did not receive voting instructions for certain proposals. In Orange County Bancorp’s 2026 meeting, broker non-votes appeared in director elections but not on the additional proposal, which typically allows discretionary broker voting.

Who signed the Orange County Bancorp (OBT) report on the 2026 stockholder meeting?

Executive Vice President and Chief Financial Officer Michael Lesler signed the report on behalf of Orange County Bancorp. His signature confirms the company’s authorization of the disclosed final voting results from the May 26, 2026 Annual Meeting of Stockholders.

Filing Exhibits & Attachments

3 documents

Other Documents