NBT BANCORP INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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0-14703
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16-1268674
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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52 South Broad Street, Norwich, New York
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13815
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report)
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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1.
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NBT’s shareholders approved fixing the size of the Board of Directors at 11 members, as set forth below:
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Votes For
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Votes Against
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Abstain
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25,568,014
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395,693
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143,177
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2.
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NBT’s shareholders elected four individuals to the Board of Directors, as set forth below:
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Nominees
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Votes For
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Withheld
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Broker Non-Votes
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Martin A. Dietrich
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20,846,362
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935,898
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4,324,624
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John C. Mitchell
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15,304,446
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6,477,814
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4,324,624
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Michael M. Murphy
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15,347,516
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6,434,744
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4,324,624
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Joseph G. Nasser
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15,371,615
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6,410,645
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4,324,624
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3.
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NBT’s shareholders approved an amendment to its Restated Certificate of Incorporation to increase the total number of authorized shares of its common stock from 50,000,000 shares to 100,000,000 shares, as set forth below:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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17,648,526
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3,967,676
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130,058
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4,324,624
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4.
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NBT’s shareholders ratified the appointment by NBT’s Board of Directors of KPMG LLP as the independent registered public accounting firm of NBT for the fiscal year ending December 31, 2012, as set forth below:
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Votes For
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Votes Against
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Abstain
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25,710,054
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223,703
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173,127
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Item 7.01
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Regulation FD Disclosure
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate of Amendment of Restated Certificate of Incorporation of NBT Bancorp Inc.
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NBT BANCORP INC.
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Date: May 2, 2012
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By:
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/s/ F. Sheldon Prentice
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F. Sheldon Prentice
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Corporate Senior Vice President, General Counsel and Corporate Secretary
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Exhibit No.
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Description
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Certificate of Amendment of Restated Certificate of Incorporation of NBT Bancorp Inc.
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