UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction) | (Commission File No.) | (I.R.S. Employer |
| of Incorporation) | Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders of Orange County Bancorp, Inc. (the “Company”) was held on May 24, 2022. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2022. All proposals were approved by the Company’s stockholders. The final results of the stockholder vote were as follows:
| 1. | Election of directors for terms of office as stated below. |
| For | Withheld | Broker Non-Votes | ||||||||||
| William D. Morrison (3 years) | 3,762,491 | 188,100 | 736,621 | |||||||||
| Jonathan F. Rouis, CPA (3 years) | 3,747,160 | 203,431 | 736,621 | |||||||||
| Kevin J. Keane (3 years) | 3,916,710 | 33,881 | 736,621 | |||||||||
| Gustave J. Scacco (1 year) | 3,907,935 | 42,656 | 736,621 | |||||||||
| 2. | The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 4,409,434 | 9,016 | 268,762 | — | |||||||||||
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of businesses acquired. None. | ||||
| (b) | Pro forma financial information. None. | ||||
| (c) | Shell company transactions: None. | ||||
| (d) | Exhibits. | ||||
|
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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.
| ORANGE COUNTY BANCORP, INC. | ||
| DATE: May 25, 2022 | By: | /s/ Robert Peacock |
| Robert Peacock | ||
Senior Executive Vice President and Chief Financial Officer | ||