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): ~~August~~September 1229, 2014

PATHFINDER BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Federal		000-23601		16-1540137
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

214 West First Street, Oswego, NY		13126
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (315) 343-0057

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))

Item 15.0107 ~~Entry~~Submission ~~Into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders

On ~~August~~September 1229, 2014, Pathfinder Bancorp, Inc., ~~a federal corporation~~ (the “~~Pathfinder-Federal~~Company”), ~~Pathfinder~~held ~~Bancorp, Inc.,~~ a ~~Maryland~~special ~~corporation~~meeting ~~(“New~~of ~~Pathfinder”), Pathfinder Bancorp, MHC and Pathfinder Bank entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc~~shareholders., The aitems ~~Stifel~~voted ~~company~~upon ~~(“KBW”),~~at ~~who~~the ~~will~~special ~~act~~meeting ~~as financial advisor during New Pathfinder’s stock offering~~ and ~~assist in~~ the ~~marketing~~votes offor ~~New~~each ~~Pathfinder’s~~proposal ~~common~~were ~~stock.~~as follows:

~~For~~1. ~~these~~The ~~services,~~approval ~~KBW~~of ~~will receive~~ a ~~success~~plan ~~fee~~ of ~~$225,000~~conversion ifand ~~the~~reorganization, ~~offering~~whereby isPathfinder ~~completed.~~Bancorp, IfMHC ~~there~~and isPathfinder aBancorp, ~~syndicated offering~~Inc., ~~KBW will be paid~~ a ~~fee~~federal ~~equal~~corporation towill ~~6.0%~~convert ofand ~~the~~reorganize ~~dollar~~from ~~amount of total shares sold in~~ the ~~syndicated~~mutual ~~offering. All~~holding ~~fees~~company ~~payable~~structure ~~with respect~~ to ~~a syndicated offering will be in addition to~~ the ~~success~~stock ~~fee.~~holding ~~KBW~~company ~~will also receive a fee of $25,000 for its role as records management agent~~structure.

The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-196676) filed by New Pathfinder under the Securities Act of 1933, as amended, and a related prospectus dated August 12, 2014.

For		Against		Abstain		Broker Non-Votes
2,330,447		4,025		¾		22,811

2. The ~~foregoing~~approval ~~description~~ of the ~~terms~~adjournment of the ~~Agency~~special ~~Agreement~~meeting, isif ~~qualified~~necessary, to solicit additional proxies in ~~its~~the ~~entirety~~event bythat ~~reference~~there toare ~~the~~not ~~Agency~~sufficient ~~Agreement,~~votes ~~which~~at isthe ~~filed~~time asof ~~Exhibit~~the ~~1.1~~special ~~hereto~~meeting ~~and~~to ~~incorporated~~approve bythe ~~reference~~plan ~~herein~~of conversion and reorganization.

For		Against		Abstain		Broker Non-Votes
2,350,137		7,146		¾		¾

3a.

The approval of a provision in New Pathfinder’s articles of incorporation requiring a super-majority vote of shareholders to approve certain amendments to New Pathfinder’s articles of incorporation.

For		Against		Abstain		Broker Non-Votes
2,156,171		175,987		2,314		22,811

3b.

The approval of a provision in New Pathfinder’s articles of incorporation requiring a super-majority vote of shareholders to approve shareholder-proposed amendments to New Pathfinder’s bylaws.

For		Against		Abstain		Broker Non-Votes
2,156,231		175,987		2,254		22,811

3c.

The approval of a provision in New Pathfinder’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of New Pathfinder’s outstanding voting stock.

For		Against		Abstain		Broker Non-Votes
2,153,335		180,135		1,002		22,811

Item 8.01 Other Events

On ~~August~~September 1530, 2014, ~~Pathfinder-Federal~~the Company announced that ~~New Pathfinder,~~ the ~~proposed~~depositors ~~holding~~of ~~company for~~ Pathfinder Bank, and ~~Pathfinder~~the ~~Bancorp,~~Company’s ~~MHC~~shareholders ~~have~~each ~~received~~approved ~~conditional approval from~~ the ~~Board~~Plan of ~~Governors~~Conversion ofand ~~the~~Reorganization ~~Federal~~pursuant ~~Reserve~~to ~~System~~which onPathfinder ~~August 12~~Bancorp, ~~2014~~MHC towill ~~commence~~convert to the ~~second~~stock ~~step~~holding ~~conversion~~company ~~and~~form ~~offering.~~of ~~Pathfinder-Federal~~organization ~~also~~and ~~announced~~Pathfinder ~~that~~Bancorp, ~~the~~Inc., ~~registration~~a ~~statement~~Maryland ~~relating~~corporation to(“New Pathfinder”), the ~~sale~~proposed ~~of common~~ stock ofholding ~~New~~company for Pathfinder ~~was~~Bank, ~~declared~~will ~~effective~~sell byshares ~~the~~of ~~Securities~~its ~~and~~common ~~Exchange Commission on August 12, 2014~~stock.

ANew ~~copy~~Pathfinder ofalso announced that based upon preliminary results, the ~~press~~subscription ~~release~~offering ~~dated~~that ~~August~~closed 15on September 18, 2014, iswas ~~filed~~oversubscribed in the first category of the subscription offering by eligible account holders as ~~Exhibit 99~~of March 31, 2013.1 ~~hereto~~New Pathfinder received orders in excess of the adjusted maximum of the offering range (2,645,000 shares) and no further orders will be accepted. The number of shares to be sold in connection with the conversion and stock offering will be based on a final appraisal and receipt of final regulatory approvals. New Pathfinder is ~~incorporated~~currently ~~herein~~processing bythe ~~reference~~orders and will provide allocation information as soon as it is available.

~~Item~~A 9copy of the press release is included as exhibit 99.~~01. Financial~~1 ~~Statements~~to this report and ~~Exhibits~~is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
1.1	Agency Agreement dated August 12, 2014, by and among Pathfinder-Federal, New Pathfinder, Pathfinder Bank, Pathfinder Bancorp, MHC and KBW
99.1	Press Release dated September 30, 2014
99.1	Press Release dated August 15, 2014

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.

		PATHFINDER BANCORP, INC.
DATE: August 15, 2014	By:	/s/ Thomas W. Schneider
DATE: September 30, 2014	By:	/s/ Thomas W. Schneider
		Thomas W. Schneider
		President and Chief Executive Officer

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