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Date of Report (Date of earliest event reported): May 23, 2023


Orange County Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware 001-40711 26-1135778
(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation)   Identification No.)


212 Dolson Avenue, Middletown, New York 10940
(Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code: (845) 341-5000


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 (see General Instruction A.2. below):


¨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 each class  




Name of each exchange on which


Common Stock, par value $0.50   OBT   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 x


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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On May 23, 2023, the stockholders of Orange County Bancorp, Inc. (the “Company”) approved the Company’s 2023 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and Orange Bank & Trust Company. A description of the material terms of the Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 14, 2023. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.


Item 5.07Submission of Matters to a Vote of Security Holders


The Annual Meeting of Stockholders of the Company was held on May 23, 2023. 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 14, 2023. 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 
Michael J. Gilfeather (3 years)   3,565,109    34,104    803,678 
Marianna R. Kennedy (3 years)   3,473,983    125,230    803,678 
Richard B. Rowley (3 years)   3,243,676    355,537    803,678 
Gustave J. Scacco (1 year)   3,520,840    78,373    803,678 


2.The approval of the Orange County Bancorp, Inc. 2023 Equity Incentive Plan.


For   Against   Abstain   Broker Non-Votes 
 3,353,351    108,242    137,620    803,678 


3.The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.


For   Against   Abstain   Broker Non-Votes 
 4,380,366    7,554    14,971     





Item 9.01Financial Statements and Exhibits


(a)Financial statements of businesses acquired.  None.  
 (b)Pro forma financial information.  None.  
 (c)Shell company transactions: None.  


  10.1 Orange County Bancorp, Inc. 2023 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 14, 2023 (file no. 001-40711))
  104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)








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.


DATE: May 24, 2023 By: /s/ Michael Lesler
    Michael Lesler
    Senior Vice President and Chief Financial Officer