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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): June 1, 2023

 

img235439975_0.jpg 

 

(Exact name of Registrant as specified in its charter)

 

Commission File Number: 001-36695

 

Maryland

38-3941859

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification Number)

 

214 West First Street, Oswego, NY 13126

(Address of Principal Executive Office) (Zip Code)

 

(315) 343-0057

(Issuer's Telephone Number including area code)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

PBHC

The Nasdaq Stock Market LLC

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

 

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

 

The 2023 Annual Meeting of Shareholders of Pathfinder Bancorp, Inc. was held on June 1, 2023. At the 2023 Annual Meeting, shareholders approved all of the proposals which included (i) the election of five directors, Chris R. Burritt for a one-year term, James A. Dowd, new nominee for a three-year term, and David A. Ayoub, William A. Barclay, and John F. Sharkey, III each for a three-year term and until their successors have been elected and qualified; (ii) the ratification of the appointment of Bonadio & Company, LLP, as the independent registered public accounting firm for the year ending December 31, 2023.





The following table reflects the tabulation of votes with respect to the election of the five directors at the 2023 Annual Meeting:

 

 

Number of Votes

 

 

For

Withheld

Director nominee for a one-year term:

 

 

Chris R. Burritt

2,885,226

205,088

 

 

 

New nominee for a three-year term:

 

 

James A. Dowd

3,025,654

64,660

 

 

 

Director nominees for a three-year term:

 

 

David A. Ayoub

3,025,917

64,397

William A. Barclay

2,800,453

289,861

John F. Sharkey, III

2,883,704

206,610

 

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, 2023:

 

For

Against

Abstain

3,898,048

44,050

32,637

 

 


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 1, 2023

By:

/s/ James A. Dowd

James A. Dowd

President and Chief Executive Officer