8-K

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): July 6, 2021

NBT BANCORP INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 000-14703
(Commission
File Number) 16-1268674
(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 each class	Trading Symbol(s)	Name of each 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

On July 6, 2021, NBT Bancorp Inc. (the “Company”) announced that Scott A. Kingsley was appointed Executive Vice President and Chief Financial Officer.

Mr. Kingsley, age 57, previously worked for Community Bank System, Inc., where he served as Executive Vice President and Chief Operating Officer from June 2018 to June 2020 and as Executive Vice President and Chief Financial Officer from August 2004 to May 2018. Mr. Kingsley started his career with PricewaterhouseCoopers and was employed there for eight years before joining the Carlisle Companies, Inc., a large publicly traded manufacturer and distributor, where he served first as Corporate Controller and then as Chief Financial Officer of its Carlisle Engineered Products operating division. A Certified Public Accountant, Mr. Kingsley received a bachelor’s degree in Accounting at Clarkson University.

Mr. Kingsley’s annual base salary will be $500,000. In connection with his appointment, Mr. Kingsley is eligible to receive (i) an annual cash bonus, with a target cash bonus opportunity equal to 42.3% of his then current base salary, (ii) a grant of 6,500 restricted stock units with 3,500 being awarded immediately and the remaining 3,000 being awarded on July 6, 2022. Restricted stock units will vest annually in three equal installment on the 15^th of the month in which the award was granted, (iii) ongoing equity incentive awards and (iv) an annual contribution to Mr. Kingsley’s deferred compensation account in an amount determined by the Board of Directors of the Company (the “Board”).

In connection with the appointment of Mr. Kingsley as Chief Financial Officer, on July 6, 2021, the Board released Annette Burns as Interim Chief Financial Officer.  Ms. Burns remains the Company’s Senior Vice President and Chief Accounting Officer.

A copy of the press release announcing the appointment of Mr. Kingsley is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release of NBT Bancorp Inc. dated July 6, 2021
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: July 6, 2021	By:	/s/ John H. Watt, Jr.
		John H. Watt, Jr.
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Contact: Florence Doller SVP & Director of Corporate Communications 607.337.6118 fdoller@nbtbank.com

NBT BANCORP INC. APPOINTS SCOTT KINGSLEY CFO

NORWICH, NY (July 6, 2021) NBT Bancorp Inc. (NBT) (NASDAQ: NBTB) President and CEO John H. Watt, Jr. announced that Scott A. Kingsley has been appointed Executive Vice President and Chief Financial Officer.

Kingsley will join NBT’s Executive Management Team and be based at the company’s headquarters in Norwich, NY. He brings 35 years of experience to his new role, including 16 years as a member of the leadership team at Community Bank System, Inc. where he served as Chief Operating Officer and prior to that as Chief Financial Officer. Kingsley started his career with PricewaterhouseCoopers and was employed there for eight years before joining the Carlisle Companies, Inc., a large publicly traded manufacturer and distributor, where he served first as Corporate Controller and then as Chief Financial Officer of its Carlisle Engineered Products operating division.

“Scott Kingsley is uniquely qualified to assume the CFO position at NBT at this time,” said Watt. “He is a proven and successful leader in the financial services industry, and we welcome him to our organization. Scott’s previous experience in community banking across the markets NBT serves positions him to be an important driver of our growth strategies.”

A Certified Public Accountant, Kingsley earned his bachelor’s degree in Accounting at Clarkson University. He is a community leader and volunteer, serving on the Crouse Health Foundation Board of Trustees and on the Audit and Finance Committee for the Catholic Diocese of Syracuse. He also volunteers with OnMyTeam16, a non-profit organization supporting children in the fight against cancer, and is currently training for the 2021 Boston Marathon as part of the Dana-Farber Cancer Institute team.

NBT Bancorp Inc. is a financial holding company headquartered in Norwich, NY, with total assets of $11.5 billion at March 31, 2021. 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 140 banking locations in New York, Pennsylvania, Vermont, Massachusetts, New Hampshire, Maine and 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.

XML

Document and Entity Information	Jul. 06, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 06, 2021
Entity Registrant Name	NBT BANCORP INC
Entity Incorporation, State or Country Code	DE
Entity File Number	000-14703
Entity Tax Identification Number	16-1268674
Entity Address, Address Line One	52 SOUTH BROAD STREET
Entity Address, City or Town	NORWICH
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	13815
City Area Code	607
Local Phone Number	337-2265
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000790359
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	NBTB
Security Exchange Name	NASDAQ