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TrustCo Bank shareholders OK board declassification

Glenville, N.Y.-based TrustCo Bank Corp. NY shareholders voted to declassify the board's structure and to approve an amendment in the company's bylaws on director elections in their May 23 annual meeting.

Previously, the board was divided into three classes; each class is elected every three years for a three-year term. The company's board said in a proxy filing that while a classified structure has its advantages — such as making it harder for an unsolicited takeover to succeed — having directors elected on annual basis starting 2020 will allow shareholders to hold directors accountable and exert influence on the management.

The company proposed a bylaw amendment to generally require director nominees to garner a majority of the votes to be elected and to have board directors resign if they do not receive a majority of the votes.