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 19, 2024
Orange County Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-40711
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26-1135778
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(State or Other Jurisdiction)
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(Commission File No.)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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212 Dolson Avenue, Middletown, New York
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10940
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (845) 341-5000
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.50
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OBT
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The Nasdaq Stock Market LLC
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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 of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(d) On September 19, 2024, Jon Schiller was appointed
to the Boards of Directors of Orange County Bancorp, Inc. (the “Company”) and Orange Bank & Trust Company (the “Bank”) effective October 1, 2024. Mr. Schiller is expected to join the Audit & Risk, Strategic Planning, and Technology Committees
of the Boards of the Company and the Bank.
Mr. Schiller is the founder, President and CEO of Hospicom Inc., a world-class medical education and consulting company that serves Fortune
100 pharmaceutical and biotechnology companies. Mr. Schiller is not a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a)
of Regulation S-K.
A press release announcing the appointment of Mr. Schiller is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
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(a)
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Financial statements of businesses acquired. None.
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(b)
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Pro forma financial information. None.
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(c)
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Shell company transactions: None.
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(d)
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Exhibits.
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104
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Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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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.
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ORANGE COUNTY BANCORP, INC.
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DATE: September 25, 2024
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By:
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/s/ Michael Lesler
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Michael Lesler
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Executive Vice President and Chief Financial Officer
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