NBT Bancorp Inc. Reports Director Changes and Officer Appointments

Ticker: NBTB · Form: 8-K · Filed: May 22, 2024 · CIK: 790359

Sentiment: neutral

Topics: corporate-governance, officer-appointment, director-change

Related Tickers: NBTB

TL;DR

NBT Bancorp filed an 8-K detailing director/officer changes and votes.

AI Summary

NBT Bancorp Inc. filed an 8-K on May 22, 2024, reporting on several key events that occurred on May 21, 2024. These include the departure of directors or certain officers, the election of new directors, the appointment of certain officers, and updates to compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and includes a Regulation FD disclosure, along with financial statements and exhibits.

Why It Matters

Changes in board composition and executive appointments can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing is routine and reports on standard corporate governance events without immediate financial implications.

Key Players & Entities

FAQ

What specific officer positions were affected by the appointments mentioned in the filing?

The filing indicates the appointment of certain officers but does not specify the exact positions in the provided text.

Were there any specific matters submitted to a vote of security holders on May 21, 2024?

The filing confirms that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.

What is the primary reason for the Regulation FD disclosure included in this 8-K?

The filing mentions a Regulation FD disclosure, but the specific content or reason for it is not elaborated in the provided text.

Are the financial statements and exhibits filed with this 8-K preliminary or final?

The filing states that financial statements and exhibits are included, but their preliminary or final status is not specified in the provided text.

What is the significance of the 'Departure of Directors or Certain Officers' item?

This item signifies that there have been changes in the company's board of directors or among its key executive officers.

Filing Stats: 2,746 words · 11 min read · ~9 pages · Grade level 9.9 · Accepted 2024-05-22 16:46:55

Key Financial Figures

Filing Documents

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Scott A. Kingsley Employment Agreement On May 21, 2024, NBT Bancorp Inc. (the "Company") entered into an employment agreement (the "Kingsley Employment Agreement") with Scott A. Kingsley in connection with Mr. Kingsley's previously disclosed appointment as President and Chief Executive Officer of the Company and as Chief Executive Officer of NBT Bank, N.A. (the "Bank"). The Kingsley Employment Agreement will terminate upon the earliest to occur of Mr. Kingsley's death, "Disability" (as defined in the Kingsley Employment Agreement), discharge for "Cause"(as defined in the Kingsley Employment Agreement), resignation for "Good Reason" (as defined in the Kingsley Employment Agreement), resignation other than for "Good Reason"), termination "without Cause" (as defined in the Kingsley Employment Agreement), or January 1, 2025. On December 31, 2024 and on each December 31 thereafter, the term of the Kingsley Employment Agreement will automatically extend for one additional year unless either the Company or Mr. Kingsley provides notice of non-renewal at least ninety (90) days prior to the applicable renewal date. Mr. Kingsley's annual base salary will be $800,000 and will be subject to annual adjustments, but in no case will his salary be less than $800,000. In addition to an annual base salary, the Kingsley Employment Agreement provides that Mr. Kingsley will be eligible to be considered for a performance bonus commensurate with his title and salary grade in accordance with the compensation policies of the Company and provides for the ability to participate in stock benefit plans, employee benefit plans, and other fringe benefits applicable to executive personnel. The Kingsley Employment Agreement also (i) sets forth Mr. Kingsley's right to severance payments and/or benefits upon his termination of employment an

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On May 21, 2024, the Company held 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, (iii) the NBT Bancorp Inc. 2024 Omnibus Incentive Plan ("2024 Plan") was approved and (iv) the appointment of KPMG LLP ("KMPG"), the Company's independent registered public accounting firm, for the fiscal year ending December 31, 2024 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, 2024. The final results for the votes regarding each proposal are set forth below. 4 Election of Directors The following persons were duly elected as directors of the Company until the 2025 Annual Meeting of Stockholders or until their success are duly elected and qualified: Martin A. Dietrich, John H. Watt, Jr., Scott A. Kingsley, Richard J. Cantele, Jr., Johanna R. Ames, J. David Brown, Timothy E. Delaney, Heidi M. Hoeller, Andrew S. Kowalczyk, III, V. Daniel Robinson, II, Matthew J. Salanger, Lowell A. Seifter and Jack H. Webb. The table below sets forth the voting results for each director nominee: Nominee Votes For Votes Against Abstentions Broker Non-Votes Martin A. Dietrich 30,434,897 629,801 81,469 5,907,159 John H. Watt, Jr. 30,677,395 435,622 33,150 5,907,159 Scott A. Kingsley 30,602,176 390,277 153,714 5,907,159 Richard J. Cantele, Jr. 30,165,153 907,549 73,465 5,907,159 Johanna R. Ames 30,639,916 468,555 37,696 5,907,159 J. David Brown 30,855,494 237,070 53,603 5,907,159 Timothy E. Delaney 30,474,108 628,154 43,905 5,907,159 Heidi M. Hoeller 30,767,692 203,082 175,393 5,907,159 Andrew S. Kowalczyk, III 30,651,356 445,087 49,724 5,907,159 V. Daniel Robinson, II 28,724,834 2,262,084 159,249 5,907,159 Matthew J. Salan

01

Item 7.01 Regulation FD Disclosure. On May 21, 2024, NBT approved a second-quarter 2024 cash dividend of $0.32 per share. The dividend will be paid on June 17, 2024 to shareholders of record on June 3, 2024. That press release is furnished as Exhibit 99.2 hereto.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Employment Agreement, dated May 21, 2024, by and between Scott A. Kingsley and NBT Bancorp Inc. 10.2 Supplemental Retirement Agreement, dated May 21, 2024, between NBT Bancorp Inc. and Scott A. Kingsley 10.3 Employment Agreement, dated May 21, 2024, by and between Annette L. Burns and NBT Bancorp Inc. 10.4 Employment Agreement, dated May 21, 2024, by and between Joseph R. Stagliano and NBT Bancorp Inc. 10.5 First Amendment to Split-Dollar Agreement, dated May 21, 2024, by and among NBT Bancorp Inc., NBT Bank, N.A. and John H. Watt, Jr. 10.6 Amendment to NBT Bancorp Inc. Supplemental Executive Retirement Plan and Supplemental Retirement Agreement for John H. Watt, Jr., dated May 21, 2024, between NBT Bancorp Inc. and John H. Watt, Jr. 99.1 Press Release of NBT Bancorp Inc., dated May 21, 2024 99.2 Press Release of NBT Bancorp Inc., dated May 21 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 6 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 22, 2024 By: /s/ Annette L. Burns Annette L. Burns Executive Vice President and Chief Financial Officer 7

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