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):  May 19, 2022

GENERATIONS BANCORP NY, INC.
(Exact Name of Registrant as Specified in Charter)

Maryland
  
001-39883
   85-3659943
(State or Other Jurisdiction
of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)
     
20 East Bayard Street, Seneca Falls, New York
   13148
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant's telephone number, including area code: (315) 568-5855

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:

Common stock, $0.01 par value per share
 
GBNY
 
The Nasdaq Stock Market LLC
Title of Each Class
 
Trading Symbol(s)
 
Name of Each Exchange on Which Registered

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 19, 2022, Generations Bancorp NY, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders.  At the Annual Meeting, stockholders considered and voted on the following matters, with a breakdown of the votes cast set forth below.

Matter 1.
The election of Menzo D. Case, Dr. Jose A. Acevedo and Cynthia S. Aikman as directors of the Company, each to serve a three-year term and until his or her successor is elected and qualified.

 
For
Withheld
Broker Non-Votes
       
Menzo D. Case
 
1,605,677
24,422
453,419
Dr. Jose A. Acevedo
1,594,269
35,830
453,419
       
Cynthia S. Aikman
1,597,310
32,789
453,419
       

Matter 2.
The ratification of the appointment of Bonadio & Co., LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.


For
Against
Abstain
Broker Non-Votes
       
2,072,186
6,328
5,004
—

Matter 3.
Consideration of the Generations Bancorp NY, Inc. 2022 Equity Incentive Plan.
For
Against
Abstain
Broker Non-Votes
       
1,471,897
150,055
8,147
453,419

Item 9.01  Financial Statements and Exhibits.


  (a)
Financial statements of businesses acquired.  Not Applicable.
     

 (b)
Pro forma financial information.  Not Applicable.
     

 (c)
Shell company transactions: Not Applicable.
     

 (d)
Exhibits: Not applicable.

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.


 
GENERATIONS BANCORP NY, INC.
   
   
   
DATE: May 20, 2022
By:    /s/ Menzo D. Case
 
Menzo D. Case
 
President and Chief Executive Officer