UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (607 ) 337-2265
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of class
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Trading Symbol
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Name of exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On May 16, 2023, NBT Bancorp Inc. (“NBT”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The matters listed below were submitted to
a vote of the stockholders through the solicitation of proxies. The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 6, 2023 (the “Proxy Statement”).
The proposals voted on by the stockholders at the Annual Meeting were as follows:
Proposal 1—NBT’s stockholders elected twelve
individuals to the Board of Directors (the “Board”) of NBT as set forth below:
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Nominees
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Votes
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John H. Watt, Jr.
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28,302,796
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497,628
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79,241
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5,386,139
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Martin A. Dietrich
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28,102,578
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707,198
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69,889
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5,386,139
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Johanna R. Ames
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28,022,283
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766,452
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90,930
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5,386,139
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J. David Brown
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28,465,229
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312,289
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102,147
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5,386,139
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Timothy E. Delaney
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27,795,445
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982,563
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101,657
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5,386,139
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James H. Douglas
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27,808,405
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967,595
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103,665
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5,386,139
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Heidi M. Hoeller
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28,488,069
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292,428
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99,168
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5,386,139
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Andrew S. Kowalczyk, III
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28,242,883
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535,065
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101,717
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5,386,139
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V. Daniel Robinson, II
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24,865,194
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3,915,908
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98,563
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5,386,139
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Matthew J. Salanger
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28,257,491
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525,191
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96,983
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5,386,139
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Lowell A. Seifter
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27,877,257
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901,974
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100,434
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5,386,139
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Jack H. Webb
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28,423,693
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352,158
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103,814
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5,386,139
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Proposal 2—NBT’s stockholders approved, on a
non-binding, advisory basis, the compensation of NBT’s named executive officers as disclosed in the Proxy Statement, as set forth below:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Votes
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27,655,610
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1,017,090
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206,965
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5,386,139
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Proposal 3—NBT’s stockholders voted in favor of
“Every Year”, on a non-binding, advisory basis, with respect to the frequency of voting on the compensation of NBT’s named executive officers, as set forth below:
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Votes Every Year
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Votes Every 2 Years
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Votes Every 3 Years
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Votes Abstain
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Broker Non-Votes
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26,389,315
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139,836
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2,217,915
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132,599
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5,386,139
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Proposal 4—NBT’s stockholders ratified the
appointment by the Board of KPMG LLP as the independent registered public accounting firm of NBT for the fiscal year ending December 31, 2023, as set forth below:
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Votes For
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Votes Against
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Votes Abstain
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33,589,693
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487,063
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189,048
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| Item 7.01 |
Regulation FD Disclosure.
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On May 16, 2023, NBT approved a second-quarter 2023 cash dividend of $0.30 per share. The dividend will be paid on June 15, 2023 to shareholders of
record on June 1, 2023. That press release is furnished as Exhibit 99.1 hereto.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Press release of NBT Bancorp Inc. May 16, 2023
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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NBT BANCORP INC.
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Date: May 17, 2023
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By:
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/s/ Scott A. Kingsley
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Scott A. Kingsley
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Executive Vice President and Chief Financial Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS
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Contact:
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John H. Watt, Jr., President and CEO
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Scott A. Kingsley, Executive Vice President and CFO
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NBT Bancorp Inc.
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52 South Broad Street
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Norwich, NY 13815
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607-337-6589
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NBT BANCORP INC. ANNOUNCES CASH DIVIDEND
NORWICH, NY (May 16, 2023) – The Board of Directors of NBT Bancorp Inc. (“NBT” or the “Company”) (NASDAQ: NBTB) approved a second-quarter cash dividend of $0.30 per
share at a meeting held today. The dividend will be paid on June 15, 2023 to shareholders of record as of June 1, 2023.
Corporate Overview
NBT Bancorp Inc. is a financial holding company headquartered in Norwich, NY, with total assets of $11.84 billion at March 31, 2023. The Company primarily operates
through NBT Bank, N.A., a full-service community bank, and through two financial services companies. NBT Bank, N.A. has 140 banking locations in New York, Pennsylvania, Vermont, Massachusetts, New Hampshire, Maine and Connecticut. EPIC Retirement
Plan Services, based in Rochester, NY, is a national benefits administration firm. NBT Insurance Agency, LLC, based in Norwich, NY, is a full-service insurance agency. More information about NBT and its divisions is available online at: www.nbtbancorp.com, www.nbtbank.com, www.epicrps.com and www.nbtinsurance.com.