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Get filing alertsTrustCo shareholders approve 500,000-share equity plan expansion, elect nine directors
Filed May 20, 2026 · Period ending May 19, 2026 · ~1 min read
Key Changes
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Shareholders approved expanding the 2019 Equity Incentive Plan by 500,000 shares (from 700,000 to 1,200,000 total) with 90.34% support, increasing capacity for equity-based compensation.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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All nine directors elected with support ranging from 83.69% to 91.58% of votes cast; Frank B. Silverman received lowest support at 83.69% (2,216,155 votes against). Quorum: 15,057,848 shares (86.0% of 17,506,881 outstanding); broker non-votes: 1,434,774.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay approved with 91.07% support; auditor Crowe LLP ratified with 98.76% support.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Company reported 2025 net income of $61 million, repurchased 1 million shares (5.3% of outstanding), and raised dividend 5.6% to $1.52 per share annually.
Exhibit 99.(A) view on EDGAR → -
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Stock price increased 51.58% from April 2025 to April 2026, outperforming regional bank indices by over 20 percentage points.
Exhibit 99.(A) view on EDGAR →
Summary
TrustCo held its 2026 annual meeting on May 19, with shareholders approving a 500,000-share expansion to the company's equity incentive plan (bringing the total pool to 1,200,000 shares) and electing all nine director nominees to one-year terms. Director support ranged from 83.69% to 91.58%, with Frank B. Silverman receiving the lowest approval.
Say-on-pay passed with 91.07% support and the auditor was ratified with 98.76%, both routine outcomes. The meeting materials highlighted strong 2025 performance: $61 million in net income, a 5.6% dividend increase to $1.52 per share annually, and repurchase of 1 million shares (5.3% of outstanding). The company's stock price rose 51.58% from April 2025 to April 2026, significantly outpacing regional bank benchmarks.
Management attributed profitability to effective loan repricing and disciplined deposit cost management, with net interest margin expanding since Q1 2024. Shareholders also approved a 2 million share (11.1% of outstanding) repurchase authorization for 2026, continuing the capital return program initiated in 2019.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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
Shareholders approved an amendment to the company's equity incentive plan at the May 19, 2026 annual meeting. The Board had adopted the amendment on March 17, 2026, contingent on shareholder approval. The filing does not disclose the specific terms of the amendment or vote tallies.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
TrustCo held its 2026 annual meeting, electing nine directors, approving a 500,000-share increase to its equity plan, and ratifying auditor and executive pay.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
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
Shareholders approved executive compensation on an advisory basis with 91.07% of votes cast in favor. This reflects routine shareholder support for the company's executive pay practices.
Added in current filing · verify on EDGAR →
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%
Shareholders ratified the appointment of Crowe LLP as the independent auditor for 2026 with 98.76% support. This is a routine governance matter with overwhelming approval.
Event · Exhibit 99.(A)
TrustCo Bank Corp NY held its 2026 Annual Meeting of Shareholders, presenting financial results and strategic updates.
Added in current filing · view on EDGAR →
2025 Net Income: $61 Million
TrustCo reported net income of $61 million for 2025. The company highlighted its profitability driven by effective loan repricing at higher yields and disciplined management of deposit costs, with net interest margin increasing since Q1 2024.
Added in current filing · view on EDGAR →
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
TrustCo repurchased one million shares (5.3% of outstanding) in 2025 and received approval to repurchase two million shares (11.1% of outstanding) in 2026. Since the program began in 2019, the company has repurchased nearly two million shares total, demonstrating active capital deployment to shareholders.
Added in current filing · view on EDGAR →
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
TrustCo raised its annual dividend by 5.6% to $1.52 per share in 2025. Over the longer term, dividends per share have grown 15.8% since 2016, reflecting consistent capital returns to shareholders.
Added in current filing · view on EDGAR →
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.
TrustCo's stock price increased 51.58% from April 2025 to April 2026, significantly outperforming regional bank indices. This strong performance reflects investor confidence in the company's profitability, capital deployment, and strategic execution.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Bob Leonard to Retire after 40 Years Corporate Secretary: 2003-2006 and 2009-2016
Bob Leonard is retiring after 40 years with TrustCo, having served as Corporate Secretary from 2003-2006 and 2009-2016. This is a routine personnel transition reflecting long-term service.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 14, 2026 · How we verify