TrustCo Bank Corp NY Files Proxy Materials

TL;DR

TrustCo Bank Corp NY filed proxy docs. No fee. Shareholders get info.

AI Summary

TrustCo Bank Corp NY filed a Definitive Additional Materials proxy statement on May 5, 2025. The filing, designated as DEFA14A, concerns proxy materials for the company, which is a commercial bank incorporated in New York. The filing was made by the Registrant, TrustCo Bank Corp NY, and no fee was required for this filing.

Why It Matters

This filing provides shareholders with important information regarding their rights and the company's governance, allowing them to make informed decisions at shareholder meetings.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement and does not contain information that suggests immediate or significant financial risk.

Key Players & Entities

• TRUSTCO BANK CORP N Y (company) — Registrant
• Michael Hall (person) — General Counsel and Corporate Secretary

FAQ

From the Filing

0001140361-25-017358.txt : 20250505 0001140361-25-017358.hdr.sgml : 20250505 20250505164834 ACCESSION NUMBER: 0001140361-25-017358 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20250505 DATE AS OF CHANGE: 20250505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUSTCO BANK CORP N Y CENTRAL INDEX KEY: 0000357301 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] ORGANIZATION NAME: 02 Finance EIN: 141630287 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10592 FILM NUMBER: 25913715 BUSINESS ADDRESS: STREET 1: 6 METRO PARK ROAD CITY: ALBANY STATE: NY ZIP: 12205 BUSINESS PHONE: 5183773311 MAIL ADDRESS: STREET 1: 6 METRO PARK ROAD CITY: ALBANY STATE: NY ZIP: 12205 DEFA14A 1 ef20048467_defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A   Proxy Statement Pursuant to Section  14(a) of the Securities Exchange Act of 1934 (Amendment No.        ) Filed by the Registrant    ☒ Filed by a party other than the Registrant    ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 TrustCo Bank Corp NY (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)   Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.   Michael Hall   General Counsel and Corporate Secretary To: Fellow Shareholders Re: Report Feedback Statement Date: May 5, 2025 We appreciate the opportunity to submit this feedback statement regarding the 2025 Glass Lewis (“GL”) report on the Trustco Bank Corp NY (“TrustCo”) 2025 Proxy Statement.  We disagree with the GL analysis primarily with respect to the recommendation against the advisory resolution on the compensation of TrustCo’s named executive officers and, secondarily, with respect to the GL recommendation against the election of Frank B. Silverman as a director. Election of Frank B. Silverman as a Director We previously have presented our views with respect to Mr. Silverman’s independence.  Nothing of substance has changed in that regard, so we will not labor the point further at this time other than to point out that the board of directors conducted a thorough analysis and concluded that Mr. Silverman readily meets the independence test of the Nasdaq Stock Market and to note our continued disagreement with the GL determination.  It also is worth observing that Mr. Silverman received the affirmative support of 90.74% of the votes cast at the 2024 Annual Meeting of the Company’s shareholders for his election as a director.  Our Report Feedback Statement from 2023 is available here: 2023 Report Feedback Statement . Advisory Vote on Executive Compensation GL recommends that shareholders vote against the advisory resolution on executive compensation.  The stated reason for the recommendation is what GL describes as an “ongoing disconnect between pay and performance.”  As an initial matter, we note that just last year, GL recommended that shareholders vote in favor of the same advisory resolution.  In the report for 2025, the GL Analyst Comment on this topic notes that that the grade on the GL pay-for-performance scale improved from an “F” last year to a “D” this year and further notes that the grade “suggests some improvement.”   The Analyst Comment goes on to state that &#822