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TrustCo (NASDAQ: TRST) investors approve equity plan, pay and auditor

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8-K

Rhea-AI Filing Summary

TrustCo Bank Corp NY reported results of its 2026 Annual Meeting and an update to its equity compensation plan. Shareholders approved an amendment to the 2019 Equity Incentive Plan that increases the common shares available for issuance by 500,000, bringing the plan total to 1,200,000 shares.

All director nominees were elected, with support generally above 89% of votes cast. Shareholders also approved the equity plan amendment with 12,267,246 votes for, or 90.34% of votes cast, and backed executive pay on an advisory basis with 91.07% support. Crowe LLP was ratified as independent auditor for 2026 with 98.76% of votes cast.

The meeting materials highlight a 2025 net income figure of $61 million, ongoing share repurchase authorizations, and a 5.6% dividend increase during 2025 to $1.52 per share annually. The presentation also notes TrustCo’s focus on residential lending, a high level of liquid investments, and a 51.58% share price increase from April 2025 to April 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 500,000 shares Additional shares added to 2019 Equity Incentive Plan
Total equity plan pool 1,200,000 shares Shares available under amended 2019 Equity Incentive Plan
Shares outstanding entitled to vote 17,506,881 shares Common stock outstanding and entitled to vote at 2026 meeting
Shares represented at meeting 15,057,848 shares Quorum at 2026 Annual Meeting
Support for equity plan amendment 12,267,246 votes (90.34%) Votes for Proposal 2 at 2026 Annual Meeting
Support for say-on-pay 12,336,045 votes (91.07%) Advisory approval of executive compensation
Auditor ratification support 14,858,059 votes (98.76%) Ratification of Crowe LLP as 2026 auditor
2025 net income $61 million Net income for year ended December 31, 2025
Annual dividend $1.52 per share Dividend after 5.6% increase during 2025
Share price performance 51.58% TRST share price growth April 2025 to April 2026
2019 Equity Incentive Plan financial
"The Amendment increases the number of shares of the Company’s common stock available for issuance under the 2019 Equity Incentive Plan"
Nonbinding Advisory Resolution regulatory
"Approval of a Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers"
independent registered public accounting firm regulatory
"ratified the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026"
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.
net interest income financial
"loan repricing at higher yields and disciplined management of deposit costs increasing net interest income"
Net interest income is the difference between the interest a financial institution earns on loans and investments and the interest it pays on deposits and borrowings. It matters to investors because it is a primary source of profit for banks and similar firms — like the gross margin on a store’s trade — and changes with loan growth, deposit costs and interest rates, so it signals core earning power and sensitivity to rate moves.
Residential Mortgage-Backed Securities (MBS) & CMOs financial
"Residential Mortgage-Backed Securities (MBS) & CMOs: Represents the largest segment of the portfolio"
forward-looking statements regulatory
"All statements in this presentation that are not historical are forward-looking statements within the meaning of the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 19, 2026

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
Commission File Number
(IRS Employer Identification No.)
     
5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK
  
12302
(Address of principal executive offices)
  
Zip Code

(518) 377-3311
(Registrant’s telephone number, including area code)

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 checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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

The Board of Directors (the “Board”) of TrustCo Bank Corp NY (“TrustCo” or the “Company”) adopted an amendment (the “Amendment”) to the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”) on March 17, 2026, subject to shareholder approval at the Company’s 2026 Annual Meeting of Shareholders on May 19, 2026 (the “2026 Annual Meeting”). The Company’s shareholders approved the Amendment to the 2019 Equity Incentive Plan at the 2026 Annual Meeting, as described under Item 5.07 below. The Amendment increases the number of shares of the Company’s common stock available for issuance under the 2019 Equity Incentive Plan by 500,000, from 700,000 shares to 1,200,000 shares.

A detailed description of the Amendment was set forth in Proposal 2 in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2026 (the “2026 Proxy Statement”), which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the 2019 Equity Incentive Plan and the Amendment, copies of which are attached as Exhibit 10(a) and Exhibit 10(b), respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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

The Company held its 2026 Annual Meeting on May 19, 2026. At the 2026 Annual Meeting, of the 17,506,881 shares of common stock of the Company outstanding and entitled to vote, 15,057,848 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the 2026 Annual Meeting are set forth below.

Proposal 1 – Election of Directors. The shareholders elected each of the director nominees to serve a one-year term until the Company’s 2027 Annual Meeting of Shareholders and until a successor has been duly elected and qualified. The result of the vote taken at the 2026 Annual Meeting was as follows:

 
For
  Against Abstain
Percentage of
Votes Cast For
Broker
Non-Votes
Steffani Cotugno, DO
12,447,632
1,140,855
34,587
91.60%
1,434.774
Brian C. Flynn
12,267,014
1,324,504
31,556
90.25%
1,434,774
Lisa M. Lucarelli
12,433,857
1,156,857
32,430
91.48%
1,434,774
Thomas O. Maggs
12,196,189
1,395,064
31,821
89.73%
1,434,774
Anthony J. Marinello, MD, PhD
12,204,224
1,384,874
33,976
89.80%
1,434,774
Robert J. McCormick
12,448,714
1,143,242
31,118
91.58%
1,434,774
Curtis N. Powell
12,270,209
1,318,312
34,553
90.29%
1,434,774
Kimberly A. Russell
12,443,707
1,144,027
35,340
91.58%
1,434,774
Frank B. Silverman
11,373,360
2,216,155
33,559
83.69%
1,434,774

Proposal 2 – Approval of the Amendment to the 2019 Equity Incentive Plan, in order to increase the aggregate number of shares of common stock available for issuance under the 2019 Equity Incentive Plan, as disclosed in the 2026 Proxy Statement. The shareholders approved the Amendment to the 2019 Equity Incentive Plan. The result of the vote taken at the 2026 Annual Meeting was as follows:

 
For
Against
Abstain
Percentage of
Votes Cast For
Broker
Non-Votes
Approval of an amendment to the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan in order to increase the aggregate number of shares of common stock available for issuance under the plan.
12,267,246
1,310,701
45,127
90.34%
1,434,774

Proposal 3 – Advisory Vote on Executive Compensation. The shareholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the 2026 Proxy Statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The result of the vote taken at the 2026 Annual Meeting was as follows:

 
For
Against
Abstain
Percentage of
Votes Cast For
Broker
Non-Votes
Approval of a Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers
12,336,045
1,208,378
78,651
91.07%
1,434,774

Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026. The result of the vote taken at the 2026 Annual Meeting was as follows:

 
For
Against
Abstain
Percentage of
Votes Cast For
Ratification of the appointment of Crowe LLP as TrustCo’s  independent registered public accounting firm for 2026
14,858,059
186,014
13,775
98.76%

Item 8.01.
Other Events

Attached as Exhibit 99(a) and incorporated by reference herein are the materials presented at the 2026 Annual Meeting held on May 19, 2026.

Item 9.01.
Financial Statements and Exhibits


(d)
Exhibits

Exhibit No.
Description of Exhibit

10(a)
TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan.

10(b)
Amendment No. 1 to the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan.

99(a)
Presentation given at the 2026 Annual Meeting of Shareholders held on May 19, 2026.

104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 20, 2026
      
 
TRUSTCO BANK CORP NY
 
(Registrant)
       
 
By:
/s/Michael M. Ozimek
  
   
Michael M. Ozimek
  
   
Executive Vice President and Chief Financial Officer


Exhibit 99(a)

 TrustCo Bank Corp NY2026 Annual Meeting of Shareholders  Robert J. McCormick  Chairman, President, and CEO 
 
 State of the Bank  Highly Profitable and Effectively Managed  Debt Free  Deploying Capital  Efficient  Liquid  Valuable  Engaged  Your Home Town Bank is: 
 
 Highly Profitable and Effectively Managed  TrustCo’s Increasing NIM since Q1 2024 has been driven by effective loan repricing at higher yields and disciplined management of deposit costs  2025 Net Income:  $61 Million 
 
 Deploying Capital  TrustCo Share Repurchases:   Current repurchase program began in 2019  One-million shares, or 5.3% of the outstanding shares in 2025  Two-million shares, or 11.1% of the outstanding shares, approved for 2026  Total shares repurchased since 2019 = 1,994,667  Dividends:  TrustCo increased its dividend to shareholders by 5.6%, to $1.52 per share annually, during 2025  Dividends per share have increased 15.8% since 2016 
 
 Efficient   Holding expense nearly flat while the loan portfolio reprices upward yields increasing net interest income 
 
 Investment Portfolio Mix  Liquidity Strategy: TrustCo maintains a high level of federal funds and short-term investments, which generated $6.6 million in interest income in Q4 2025 alone, reflecting a strategy of keeping capital ready for its primary focus: residential lending  Residential Mortgage-Backed Securities (MBS) & CMOs: Represents the largest segment of the portfolio, generating approximately $1.5 million in quarterly interest income  U.S. Government-Sponsored Enterprises (Agency Bonds): A core component providing safety and liquidity, yielding about $350,000 in interest income  Corporate Bonds: A smaller, diversifying segment of the portfolio contributing $536,000 in quarterly interest  Asset Quality: The investment portfolio is strictly investment grade  *Balances and income as of December 31, 2025  Liquid  69% CASH 
 
 TRST’s share price grew 51.58% outpacing the KBW Nasdaq Regional Bank Index by over 25%, and the S&P 600 Banks Index by 20% from April 2025 to April 2026.  Valuable  TRST Stock Performance versus Bank Indices  April 2025  May  June  July  August  September  October  November  December  January  February  March  April 2026  Source – S&P 
 
 We are engaged and listening!  25  Top holders invited  35  Percent of   Shares Reached  100  Percent of Owners Expressing Interest Engaged  90+  Average   Percent of   Owners Voting   to Support   Board and   Management  2026 Annual Meeting Results:   A Literal Vote of Confidence! 
 
 Bob Leonard to Retire after 40 Years  Corporate Secretary:  2003-2006 and  2009-2016 
 
 Questions?  Thank you for attending! 
 
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 Appendix A  Forward-Looking Statements  All statements in this presentation 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 development, results or periods. Examples of forward-looking statements include, among others, statements we make regarding our expectations for our future performance, including our expectations regarding future profitability, future management, future share repurchases, and future investment strategy. Forward-looking statements are based on management’s current expectations, as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. 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. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The following important factors, among others, in some cases have affected and in the future could affect TrustCo’s actual results and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward-looking statement: future changes in interest rates; external economic factors, such as changes in monetary policy, ongoing inflationary pressures and continued elevated prices; exposure to credit risk in our lending activities; the risk of weakness in residential real estate markets; our increasing commercial loan portfolio; the sufficiency of our allowance for credit losses on loans to cover actual loan losses; our ability to meet the cash flow requirements of our depositors or borrowers or meet our operating cash needs to fund corporate expansion and other activities; claims and litigation pertaining to fiduciary responsibility and lender liability; the enforcement of federal cannabis laws and regulations and its impact on our ability to provide services in the cannabis industry; our dependency upon the services of the management team; our disclosure controls and procedures’ ability to prevent or detect errors or acts of fraud; the adequacy of our business continuity and disaster recovery plans; the effectiveness of our risk management framework; the impact of any expansion by us into new lines of business or new products and services; the rising popularity of alternative financial products, including fintech platforms, cryptocurrencies, money market funds, and digital wallets; an increase in the prevalence of fraud and other financial crimes; the impact of severe weather events and climate change on us and the communities we serve, including societal responses to climate change; environmental, social and governance risks and their impact on our reputation and relationships; the chance of a prolonged economic downturn, especially one affecting our geographic market area; instability in global economic conditions and geopolitical matters, including as a result of the conflict between the United States (U.S.) and Iran, as well as volatility in financial markets; the chance of a downgrade in the credit rating of the U.S. government or a default by the U.S. government; the soundness of other financial institutions; U.S. government shutdowns; fluctuations in the trust wealth management fees we receive as a result of investment performance; the impact of regulatory capital rules on our growth; changes in laws and regulations, including changes in cybersecurity or privacy regulations; our compliance with laws designed to protect consumers, including the CRA and fair lending laws; restrictions on data collection and use; our compliance with the USA PATRIOT Act, Bank Secrecy Act, and other laws and regulations that could result in material fines or sanctions; changes in tax laws; limitations on our ability to pay dividends; TrustCo Realty Corp.’s ability to qualify as a real estate investment trust; changes in accounting standards; competition within our market areas; consumers and businesses’ use of non-banks to complete financial transactions; our reliance on third-party service providers; the impact of data breaches and cyber-attacks; the development and use of artificial intelligence; the impact of a failure in or breach of our operational or security systems or infrastructure, or those of third parties; the impact of an unauthorized disclosure of sensitive or confidential client or customer information; the impact of interruptions in the effective operation of our computer systems; the impact of anti-takeover provisions in our organizational documents; the impact of the manner in which we allocate capital; the impact of the actions of activist shareholders; and other risks and uncertainties set forth in our public filings made with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and future reports to be filed with the SEC. The forward-looking statements contained in this presentation represent TrustCo management’s judgment as of the date of this presentation. 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.                
 

Source: View Original Filing on SEC EDGAR

FAQ

What equity incentive plan change did TrustCo Bank Corp NY (TRST) shareholders approve?

Shareholders approved an amendment increasing shares available under TrustCo’s 2019 Equity Incentive Plan by 500,000, bringing the plan total to 1,200,000 common shares. This expands capacity for future stock-based awards to directors, executives, and employees.

How strong was shareholder support for TrustCo (TRST) directors at the 2026 Annual Meeting?

All TrustCo director nominees were elected for one-year terms, generally receiving between about 84% and 92% of votes cast. This broad backing suggests continued shareholder support for the current board composition and governance approach.

Did TrustCo Bank Corp NY (TRST) shareholders approve executive compensation in 2026?

Yes. Shareholders approved TrustCo’s executive compensation on a nonbinding advisory basis, with 12,336,045 votes for and 91.07% of votes cast in favor. This indicates substantial investor alignment with the company’s disclosed pay practices.

Who is TrustCo Bank Corp NY’s (TRST) independent auditor for 2026?

Shareholders ratified Crowe LLP as TrustCo’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 14,858,059 votes for, representing 98.76% of votes cast on the proposal.

What 2025 financial performance did TrustCo (TRST) highlight to shareholders?

TrustCo highlighted 2025 net income of $61 million and described the bank as highly profitable and effectively managed. The materials also referenced increasing net interest margin since early 2024, supported by higher-yield loan repricing and disciplined deposit cost management.

How is TrustCo Bank Corp NY (TRST) returning capital to shareholders?

TrustCo cited a share repurchase program active since 2019 and a dividend increase during 2025. The company repurchased 1,994,667 shares cumulatively and raised the annual dividend by 5.6% in 2025 to $1.52 per share, with dividends up 15.8% since 2016.

What did TrustCo (TRST) report about its stock performance and liquidity strategy?

TrustCo reported its share price grew 51.58% from April 2025 to April 2026, outperforming key bank indices. It also emphasized maintaining high levels of federal funds and short-term investments to support residential lending as its primary strategic focus.

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