form8-k.htm
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):  April 28, 2010
 

 

 
PATHFINDER BANCORP, INC.
 
(Exact name of Registrant as specified in its charter)
 

 
Commission File Number: 000-23601
 

 
Federal
16-1540137
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)

 
214 West First Street, Oswego, NY 13126
 
(Address of Principal Executive Office) (Zip Code)
 

 
(315) 343-0057
 
(Issuer's Telephone Number including area code)
 

 
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 240.14d-2(b))

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-4c under the Exchange Act (17 CFR 240.13e-4c))
 
 
 
 
 
 
Item 5.07.  Submission of Matters to a Vote of Security Holders.
 

 
The 2010 Annual Meeting of Shareholders  of Pathfinder Bancorp, Inc. was held on April 28, 2010.  At the 2010 Annual Meeting, shareholders approved all of the proposals which included (i) the election of three directors for terms of three years and until their successors have been elected and qualified; (ii) the approval of the Pathfinder Bancorp, Inc. 2010 Stock Option Plan; (iii) the Advisory (Non-Binding) Vote on Executive Compensation, and (iv) the ratification of the appointment of ParenteBeard LLC, as the independent registered public accounting firm for the year ending December 31, 2010.
 
The following table reflects the tabulation of votes with respect to the election of directors at the 2010 Annual Meeting:
 
 
 
Number of Votes
Nominee
For
Withheld
Steven W. Thomas
            2,116,210
           67,050
Corte J. Spencer
            2,107,254
           76,006
Janette Resnick
            2,113,438
           69,822

 
The following table reflects the tabulation of votes with respect to the approval of the Pathfinder Bancorp, Inc.  2010 Stock Option Plan.  This vote was counted both with and without considering the votes of Pathfinder Bancorp, MHC, the majority shareholder.
 
 
 
                                                Number of Votes
  
 
For
Against
Abstain
Number of votes including Pathfinder Bancorp, MHC Shares
            2,102,006
           79,801
         1,453
       
Number of votes excluding Pathfinder Bancorp, MHC Shares
                518,767
           79,801
         1,453

 

 
The following table reflects the tabulation of votes with respect to the approval of the Advisory (Non-Binding) Vote on Executive Compensation:
 
 
                                              Number of Votes
  
 
For
Against
Abstain
 
      
 
            2,355,054
         122,522
         3,103

 
 
The following table reflects the tabulation of votes with respect to the approval of the ratification of ParenteBeard LLC, as our independent registered public accounting firm for the year ending December 31, 2010:
 
 
                                                 Number of Votes
  
 
For
Against
Abstain
 
      
 
            2,467,834
           10,898
         1,947
 

 
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.

PATHFINDER BANCORP, INC.



Date:  April 28, 2010
By: /s/ Thomas W. Schneider
 
Thomas W. Schneider
 
President and Chief Executive Officer