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): ~~December~~ 18May 16, ~~2023~~2024

~~GENERATIONS~~Generations ~~BANCORP~~Bancorp NY, ~~INC~~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:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	GBNY	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 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

On ~~December~~May 1816, ~~2023~~2024, Generations ~~Bank, the wholly owned subsidiary of Generations~~ Bancorp NY, Inc. (the “ Company” ), ~~entered~~held ~~into~~its an2024 ~~amended~~Annual ~~and~~Meeting ~~restated~~of ~~employment agreement with Angela M~~Stockholders. At ~~Krezmer (~~the ~~“Amended~~Annual ~~Agreement”). The~~Meeting, stockholders ~~Amended~~considered ~~Agreement~~and isvoted ~~effective~~on asthe offollowing ~~December 18~~matters, ~~2023~~with ~~and~~a ~~replaces~~breakdown ~~Ms. Krezmer’s~~of ~~prior employment agreement with~~ the ~~Bank~~votes ~~(the~~cast ~~“Prior~~set ~~Agreement”)~~forth below.

~~The~~Matter ~~terms~~1. ofThe ~~the~~following ~~Amended~~individuals ~~Agreement~~were ~~are~~elected ~~generally~~as ~~consistent~~directors ~~with~~of the ~~Prior Agreement~~Company, ~~except~~each ~~that~~for ~~(i)~~a ~~Ms.~~three-year ~~Krezmer’s~~term ~~position~~or ~~changed~~until ~~to President,~~his ~~Chief~~successor ~~Executive~~is ~~Officer~~duly ~~and~~elected ~~Chief Financial Officer; (2) Ms. Krezmer was appointed to the Board of Directors of both the Company~~ and ~~the Bank; and (3) in consideration of her new roles~~qualified, ~~Ms.~~by ~~Krezmer~~the ~~salary~~following ~~was increased to $250,000.~~vote:

The foregoing description of the Amended Agreement does not purport to be complete and it is qualified in its entirety by reference to the form of the Amended Agreement attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

	For	Withheld	Broker Non-Votes

James E Gardner	925,803	626,786	354,157
Bradford M Jones	1,146,747	405,842	354,157

Gerald Macaluso	1,142,482	410,007	354,157

~~Item~~Matter 92.01 ~~Financial~~The ~~Statements~~ratification ~~and~~of ~~Exhibits~~the appointment of Bonadio & Co., LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

(a) Financial Statements of Businesses Acquired. Not applicable.

For	Against	Abstain	Broker Non-Votes

1,803,307	99,999	3,440	—

~~(b)~~Item ~~Pro~~9.01 ~~Forma~~ Financial ~~Information.~~Statements ~~Not~~and ~~applicable~~Exhibits.

(a) Financial statements of businesses acquired. Not Applicable. (b) Pro forma financial information. Not Applicable. (c) Shell ~~Company~~company ~~Transactions~~transactions: Not Applicable. (d) Exhibits: Not applicable.

(d) Exhibits.

10.1 Amended and Restated Employment Agreement with Angela M. Krezmer

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: December 21, 2023	By: /s/ Angela M. Krezmer
DATE: May 20, 2024	By: /s/ Angela M. Krezmer
	Angela M. Krezmer
	Chief Executive Officer

Filing Compare · Generations Bancorp NY, Inc.