form8k.htm
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, 2011

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 19, 2011.  Anthony J. Marinello, M.D., Ph.D. and William D. Powers were elected as directors for three-year terms expiring at TrustCo’s 2014 Annual Meeting.  The proposed Equity Incentive Plan and Directors Equity Incentive Plan were approved by shareholders.  Shareholders also approved the Advisory Vote on Compensation of Named Executive Officers and the frequency of the advisory vote at three years.  The appointment of Crowe Horwath LLP as TrustCo’s independent auditors for 2011 was ratified by shareholders.  The table below provides the vote count for each matter voted on.
 
   
For
    
Withhold
          
Broker Non-Vote
  
Anthony J. Marinello, M.D., Ph.D.
     52,238,744       2,697,102             11,822,249  
William D. Powers
     43,393,233       11,542,613             11,822,249  
                         
   
For
    
Against
    
Abstain
    
Broker Non-Vote
  
Equity Incentive Plan
     49,209,386       4,732,910       993,548       11,822,251  
Directors Equity Incentive Plan
     48,321,123       5,436,443       1,178,270       11,822,259  
Advisory Vote on Compensation of Named Executive Officers
     48,684,200       5,168,234       1,083,408       11,822,252  
                         
   
3 Years
    
2 Years
    
1 Year
    
Abstain
  
Advisory Vote on the Frequency of an Advisory Vote on the Compensation of Named Executive Officers
     33,165,830       2,046,325       16,899,537       2,824,145  
                           
   
For
    
Against
    
Abstain
          
Ratification of Crowe Horwath
     64,431,641       1,065,770       1,260,682          

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, 2011

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