TRUSTCO BANK CORP N Y
For the period ended May 19, 2026. Filed Apr 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 19, 2026 · Filed Apr 1, 2026
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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 under §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 all boxes that apply):
| ☒ | 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 |
5 Sarnowski Drive, Glenville, NY 12302
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of TrustCo Bank Corp NY:
Notice is hereby given that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of TrustCo Bank Corp NY (also referred to as “TrustCo” or the “Company”), a New York corporation, will be held at the Trustco Bank Loan Center at 6 Metro Park Road, Albany, New York 12205, on May 19, 2026, at 10:30 AM Eastern Time, for the purpose of considering and voting upon the matters listed below. Directions to the Annual Meeting are available at www.trustcobank.com/annual-meeting. The Annual Meeting is being held for the purpose of considering and voting on the following matters:
| • | Election of the following directors as proposed by the Nominating and Corporate Governance Committee for terms of office expiring on the date of the 2027 Annual Meeting: Steffani Cotugno, DO; Brian C. Flynn; Lisa M. Lucarelli; Thomas O. Maggs; Anthony J. Marinello, MD, PhD; Robert J. McCormick; Curtis N. Powell; Kimberly A. Russell; and Frank B. Silverman; |
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| • | An amendment to the 2019 Equity Incentive Plan in order to increase the aggregate number of shares of common stock available for issuance under the plan; |
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| • | A nonbinding advisory resolution on the compensation of TrustCo’s named executive officers; |
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| • | Ratification of the appointment of Crowe LLP as TrustCo’s independent registered public accounting firm for the year ending December 31, 2026; and |
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| • | Any other business that may be properly brought before the meeting or any adjournment thereof. |
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These items of business are more fully described in the Proxy Statement accompanying this Notice. The Annual Meeting may be adjourned from time to time without notice other than announcement at the meeting or at adjournments thereof, and any business for which notice is hereby given may be transacted at any such adjournment.
The board of directors has set March 23, 2026 as the record date for the Annual Meeting. Only holders of record of the Company’s common stock at the close of business on the record date will be entitled to notice of, and to vote at, the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, we urge you to review carefully these materials, which are available free of charge at www.proxyvote.com, via phone at 1-800-579-1639, or via email at sendmaterial@proxyvote.com. These materials also can be requested by postal mail by writing to Michael Hall, Corporate Secretary, 5 Sarnowski Drive, Glenville, New York 12302 prior to May 5, 2026. We encourage you to vote by (i) following the instructions on the notice that you received from your broker, bank, or other nominee if your shares are held beneficially in “street name” or (ii) one of the following means if your shares are registered directly in your name with the Company’s transfer agent:
| 1. | By Internet: Go to the website www.proxyvote.com and follow the instructions. You will need the control number included on your proxy card or Notice of Internet Availability of Proxy Materials to obtain your records and create an electronic voting instruction form. |
| 2. | By Telephone: From a touch-tone telephone, dial toll-free 1-800-690-6903 within the United States, U.S. territories, or Canada and follow the recorded instructions. You will need the control number included on your proxy card or Notice of Internet Availability of Proxy Materials in order to vote by telephone. |
| 3. | By Mail: If you requested that printed copies of the proxy materials be sent to you by mail, please mark your selections on the proxy card, date and sign your name exactly as it appears on the proxy card, and mail the proxy card in the pre-paid envelope that will be provided to you. Mailed proxy cards must be received no later than May 18, 2026 in order to be counted for the Annual Meeting unless you are voting shares of common stock held in a plan, in which case the deadline is May 14, 2026. |
By Order of the Board of Directors,
Michael Hall, Corporate Secretary
This Proxy Statement and the accompanying instruction form or proxy card are being made available on or about April 1, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.