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.) |
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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):
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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 5.02 | Departure 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 5.07 | Submission 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 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of businesses acquired. None. | ||
| (b) | Pro forma financial information. None. | ||
| (c) | Shell company transactions: None. | ||
| (d) | Exhibits. |
| 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) |
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 24, 2023 | By: | /s/ Michael Lesler |
| Michael Lesler | ||
| Senior Vice President and Chief Financial Officer | ||