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 19, 2026


NBT BANCORP INC.
(Exact name of registrant as specified in its charter)

Delaware
000-14703
16-1268674
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

52 South Broad Street
Norwich, New York 13815
(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:

☐
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 240.14a-12)

☐
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 class
  
Trading Symbol
  
Name of exchange on which registered
Common Stock, par value $0.01 per share
  
NBTB
  
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 (§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.

On May 19, 2026, NBT Bancorp Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which (i) directors were elected, (ii) the compensation of the Company’s named executive officers was approved in a non-binding, advisory vote and (iii) the appointment of KPMG LLP (“KMPG”), the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2026 was ratified. The proposals are described in detail in the Company’s Definitive Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 6, 2026. The final results for the votes regarding each proposal are set forth below.

Election of Directors

The following persons were duly elected as directors of the Company until the 2027 Annual Meeting of Stockholders or until their success are duly elected and qualified: Martin A. Dietrich, John H. Watt, Jr., Scott A. Kingsley, Johanna R. Ames, J. David Brown, Richard J. Cantele, Jr., Timothy E. Delaney, Heidi M. Hoeller, Andrew S. Kowalczyk, III, David J. Nasca, V. Daniel Robinson, II and Matthew J. Salanger. The table below sets forth the voting results for each director nominee:

Nominee
  
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
  
Martin A. Dietrich
  
35,103,977
  
784,725
  
60,266
  
6,534,610
  
John H. Watt, Jr.
  
35,358,184
  
530,716
  
60,068
  
6,534,610
  
Scott A. Kingsley
  
35,581,121
  
307,166
  
60,681
  
6,534,610
  
Johanna R. Ames
  
35,324,621
  
575,123
  
49,224
  
6,534,610
  
J. David Brown
  
35,677,992
  
208,911
  
62,065
  
6,534,610
  
Richard J. Cantele, Jr.
  
35,293,009
  
593,920
  
62,039
  
6,534,610
  
Timothy E. Delaney
  
35,008,038
  
815,102
  
125,828
  
6,534,610
  
Heidi M. Hoeller
  
35,622,430
  
205,677
  
120,861
  
6,534,610
  
Andrew S. Kowalczyk, III
  
35,040,959
  
783,059
  
124,950
  
6,534,610
  
David J. Nasca
  
35,194,003
  
623,474
  
131,491
  
6,534,610
  
V. Daniel Robinson, II
  
34,440,287
  
1,443,125
  
65,556
  
6,534,610
  
Matthew J. Salanger
  
35,032,944
  
851,321
  
64,703
  
6,534,610
  

Advisory Vote to Approve Named Executive Officer Compensation

At the Annual Meeting, the Company’s stockholders voted on a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:

Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
  
34,610,946
  
1,018,485
  
319,537
  
6,534,610
  

Ratification of KPMG as the Company’s Independent Registered Public Accounting Firm

At the Annual Meeting, the Company’s stockholders ratified the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The table below sets forth the voting results for this proposal:

Votes For
  
Votes Against
  
Abstentions
  
41,843,242
  
445,896
  
194,440
  

Item 7.01
Regulation FD Disclosure.

On May 19, 2026, the Company approved a second-quarter 2026 cash dividend of $0.37 per share. The dividend will be paid on June 15, 2026 to shareholders of record on June 1, 2026. That press release is furnished as Exhibit 99.1 hereto.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
  
Description
 
Press Release of NBT Bancorp Inc., dated May 19, 2026
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 
NBT BANCORP INC.
     
Date: May 19, 2026
By:
/s/ Annette L. Burns
   
Annette L. Burns
   
Executive Vice President and Chief Financial Officer