Pathfinder Bancorp Announces Board Changes and New CFO
Ticker: PBHC · Form: 8-K · Filed: Jun 7, 2024 · CIK: 1609065
| Field | Detail |
|---|---|
| Company | Pathfinder Bancorp, Inc. (PBHC) |
| Form Type | 8-K |
| Filed Date | Jun 7, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: management-change, board-election, cfo-appointment
Related Tickers: PBHC
TL;DR
Pathfinder Bancorp (PBHC) shakes up its board, brings in a new CFO, and files key docs. Watch this space.
AI Summary
Pathfinder Bancorp, Inc. announced on June 6, 2024, a series of significant corporate actions. These include the departure of Director John P. Doino, the election of new Directors Scott R. Bush and Michael J. Miller, and the appointment of Michael J. Miller as Chief Financial Officer. The company also reported on matters submitted to a vote of security holders and filed financial statements and exhibits.
Why It Matters
Changes in board composition and executive leadership can signal shifts in company strategy or financial oversight, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in executive leadership and board composition can introduce uncertainty regarding future strategy and financial management.
Key Players & Entities
- Pathfinder Bancorp, Inc. (company) — Registrant
- John P. Doino (person) — Departing Director
- Scott R. Bush (person) — Elected Director
- Michael J. Miller (person) — Elected Director and Appointed CFO
- 001-36695 (company) — Commission File Number
- 38-3941859 (company) — I.R.S. Employer Identification Number
- June 6, 2024 (date) — Date of earliest event reported
FAQ
Who has departed from the Pathfinder Bancorp, Inc. board of directors?
John P. Doino has departed from the board of directors of Pathfinder Bancorp, Inc.
Who has been elected as new directors to the board?
Scott R. Bush and Michael J. Miller have been elected as new directors.
What new role has Michael J. Miller taken on?
Michael J. Miller has been appointed as the Chief Financial Officer (CFO) of Pathfinder Bancorp, Inc.
What is the Commission File Number for Pathfinder Bancorp, Inc.?
The Commission File Number for Pathfinder Bancorp, Inc. is 001-36695.
On what date was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on June 6, 2024.
Filing Stats: 811 words · 3 min read · ~3 pages · Grade level 12.3 · Accepted 2024-06-07 13:45:56
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value PBHC The Nasdaq Stock Mar
Filing Documents
- pbhc-20240606.htm (8-K) — 62KB
- pbhc-ex10_1.htm (EX-10.1) — 211KB
- pbhc-ex10_1.pdf (EX-10.1) — 287KB
- img236363500_0.jpg (GRAPHIC) — 24KB
- 0000950170-24-070377.txt ( ) — 878KB
- pbhc-20240606.xsd (EX-101.SCH) — 29KB
- pbhc-20240606_htm.xml (XML) — 4KB
07 – Submission of Matters to a Vote of Security Holders
Item 5.07 – Submission of Matters to a Vote of Security Holders The 2024 Annual Meeting of Shareholders of the Company was held on June 6, 2024. At the 2024 Annual Meeting, shareholders approved all of the proposals which included (i) the election of three directors, John P. Funiciello, Tony Scavuzzo, and Lloyd Stemple each for a three-year term and until their successors have been elected and qualified; (ii) the approval of the Pathfinder Bancorp, Inc. 2024 Equity Incentive Plan; (iii) the approval of an advisory nonbinding resolution regarding the compensation of our named executive Officers ("Say-on-Pay"); and (iv) the ratification of the appointment of Bonadio & Company, LLP, as the independent registered public accounting firm for the year ending December 31, 2024. The following table reflects the tabulation of votes with respect to the election of the three directors at the 2024 Annual Meeting: Number of Votes For Withheld Non Votes Director nominees for a three-year term: John P. Funiciello 2,913,593 385,498 648,104 Tony Scavuzzo 3,046,682 252,409 648,104 Lloyd "Buddy" Stemple 2,943,564 355,477 648,104 The following table reflects the tabulation of votes with respect to the approval of the Pathfinder Bancorp, Inc. 2024 Equity Incentive Plan: For Against Abstain 3,070,126 205,562 23,403 The following table reflects the tabulation of votes with respect to the approval of an advisory non-binding resolution regarding the compensation of our named executive Officers ("Say-on-Pay"): For Against Abstain 3,116,755 139,488 42,848 The following table reflects the tabulation of votes with respect to the approval of the ratification of Bonadio & Company, LLP, as our independent registered public accounting firm for the year ending December 31, 2024: For Against Abstain 3,893,814 29,544 23,837
01– Financial Statements and Exhibits
Item 9.01– Financial Statements and Exhibits (a)
Financial statements of businesses acquired. None
Financial statements of businesses acquired. None. (b) Pro forma financial information. None. (c) Shell company transactions: None. (d) Exhibits. 10.1 Pathfinder Bancorp, Inc. 2024 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 22, 2024 (file no. 001-36695)) 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
SIGNATURES
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. PATHFINDER BANCORP, INC. Date: June 7, 2024 By: /s/ James A. Dowd James A. Dowd President and Chief Executive Officer