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): September 28, 2020



NBT BANCORP INC.
(Exact name of registrant as specified in its charter)

Delaware
000-14703
16-1268674
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

52 South Broad Street, Norwich, New York 13815
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (607) 337-2265

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:

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 class
Trading Symbol
Name of exchange on which registered
Common Stock, par value $0.01 per share
NBTB
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

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

(d) On September 28, 2020, the Board of Directors (the “Board”) of NBT Bancorp Inc. (“NBT”) increased the size of the Board to 14 directors and appointed Johanna Ames to fill the newly created vacancy.
 
Ms. Ames, age 43, has served as the President of Ames Linen Service in Cortland, New York since 2001. Ms. Ames is a board member of Guthrie Healthcare Systems, Inc., Cortland County Business Development Corporation / Industrial Development Agency, Cortland College Foundation, and is a member of the Colgate University Alumni Council.
 
The Board has determined that Ms. Ames meets the standards of independence set forth by Nasdaq. Ms. Ames is expected to serve on the Risk Committee and the Directors’ Loan Committee of the Board.
 
There are no transactions between Ms. Ames or any member of her immediate family and NBT that would be reportable as a related party transaction under Item 404(a) of Regulation S-K. Ms. Ames was not selected as a director because of any arrangement or understanding between Ms. Ames or NBT and any other person, and was not provided any compensation in connection with her appointment as a director.

Ms. Ames will be entitled to standard compensation as a director of NBT as disclosed in the proxy. She will receive a prorated annual grant of restricted stock units and a prorated annual retainer in addition to meeting fees for each Board and Committee meeting she attends.
 
Item 9.01
Financial Statements and Exhibits.
 
(a)
Not applicable.
 
(b)
Not applicable.
 
(c)
Not applicable.
 
(d)
Exhibits.
 
Exhibit No.

Description
 
 

Press release of NBT Bancorp Inc. dated September 28, 2020
 
 
104

Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

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.

 
NBT BANCORP INC.
     
Date: September 28, 2020
By:
/s/ John H. Watt, Jr.
   
John H. Watt, Jr.
   
President and Chief Executive Officer




Exhibit 99.1

Contact:
Florence Doller
SVP & Director of Corporate Communications
607.337.6118 | [email protected]

NBT APPOINTS JOHANNA AMES TO BOARD OF DIRECTORS

NORWICH, NY (September 28, 2020) – NBT Bancorp Inc. (“NBT” or the “Company”) (NASDAQ: NBTB) announced today that Johanna Ames has been appointed to the Boards of Directors for NBT Bancorp Inc. and NBT Bank, N.A.

Ames is president of Ames Linen Service, a women-owned commercial laundry and linen rental company located in Cortland, NY that serves approximately 1,000 customers in the education, food and beverage, healthcare and hospitality industries throughout Central New York. Her fourth-generation business is nearly 100 years old and employs 85.

“We are pleased to welcome Johanna Ames to board service at NBT,” said NBT Board Chair Martin A. Dietrich. “Her experience and perspective as a business owner and her leadership in the community make her a strong fit for our organization. We look forward to Johanna’s contributions to our efforts to be responsive to our customers and to strategically guide our business forward.”

Ames joined NBT Bank’s Southern Tier Advisory Board in 2016. She serves on the Boards of Directors for Guthrie Healthcare System, Inc. and Cortland County Business Development Corporation/Industrial Development Agency. She chairs the Cortland College Foundation Board of Directors and is a member of the Colgate University Alumni Council. In 2018, she was the recipient of SUNY Cortland’s College-Community Appreciation Award.

NBT Bancorp Inc. is a financial holding company headquartered in Norwich, NY, with total assets of $10.8 billion at June 30, 2020. The Company primarily operates through NBT Bank, N.A., a full-service community bank, and through two financial services companies. NBT Bank, N.A. has over 140 banking locations in New York, Pennsylvania, Vermont, Massachusetts, New Hampshire and Maine, and is currently entering Connecticut. EPIC Retirement Plan Services, based in Rochester, NY, is a full-service 401(k) plan recordkeeping firm. NBT Insurance Agency, LLC, based in Norwich, NY, is a full-service insurance agency. More information about NBT and its divisions is available online at: www.nbtbancorp.com, www.nbtbank.com, www.epicrps.com and www.nbtinsurance.com.