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 16, 2022

GREENE COUNTY BANCORP INC.

(Exact Name of Registrant as Specified in its Charter)

United States of America	0-25165	14-1809721
(State or Other Jurisdiction	(Commission File No.)	(I.R.S. Employer
of Incorporation)		Identification No.)

302 Main Street, Catskill NY		12414
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (518) 943-2600

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 class	Trading symbol	Name of exchange on which registered
Common Stock, $0.10 par value	GCBC	The Nasdaq Stock Market

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 August 16, 2022, Greene County Bancorp, Inc. (the “Company”) adopted an amendment to the Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long-Term Incentive Plan (the “Plan”). The amendment, which is effective August 16, 2022, increases the number of phantom stock options available for awards under the Plan by Two Million Two Hundred Thousand (2,200,000) to Eight Million (8,000,000).

Item 9.01

Financial Statements and Exhibits

The following Exhibit is attached as part of this report:

Exhibit No.

Description

10.1

Third Amendment to Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long-term Incentive Plan

Exhibit Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	GREENE COUNTY BANCORP, INC.


DATE: August 16, 2022	By:	/s/ Donald E. Gibson
		Donald E. Gibson
		President and Chief Executive Officer

Exhibit 10.1

THIRD AMENDMENT TO

GREENE COUNTY BANCORP, INC.

2011 PHANTOM STOCK OPTION AND LONG-TERM INCENTIVE PLAN

WHEREAS, Greene County Bancorp, Inc. (the “Company”) maintains the Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long-Term Incentive Plan for the benefit of eligible employees, effective July 1, 2011 (the “Plan”); and

WHEREAS, the Company desires to amend the Plan to increase the number of phantom stock options available for awards from 5,800,000 to 8,000,000, effective as of August 16, 2022; and

WHEREAS, Section 6.1 of the Plan permits the Company to amend the Plan from time to time.

NOW THEREFORE, the Plan is hereby amended as follows, effective as of August 16, 2022:

Section 3.1 of the Plan is hereby amended to read as follows:

“Available Phantom Stock Options. The number of Phantom Stock Options available for Award under the Plan shall be Nine Hundred Thousand (900,000), subject to adjustment as determined in Section 3.3. Effective as of July 1, 2014, the Plan was amended to increase the number of Phantom Stock Options under the Plan to One Million Eight Hundred Thousand (1,800,000), subject to adjustment as determined in Section 3.3. On March 16, 2016, the Phantom Stock Options available under the Plan were increased, in accordance with Section 3.3 of the Plan, from 1,800,000 to 3,600,000 as a result of a two-for-one stock split. On July 1, 2018, the number of Phantom Stock Options available for Award under the Plan were increased, in accordance with Section 3.3 of the Plan, from 3,600,000 to 5,800,000. Effective as of August 16, 2022, the number of Phantom Stock Options available for Award under the Plan shall be increased by Two Million Two Hundred Thousand (2,200,000) to Eight Million (8,000,000), subject to adjustment as determined in Section 3.3, and reduced by Phantom Stock Options previously granted under the Plan and not forfeited.”

IN WITNESS WHEREOF, the Company has executed this Third Amendment on the date set forth below.

	GREENE COUNTY BANCORP, INC.

Date: August 16, 2022		By:	/s/ Donald E. Gibson
		Donald E. Gibson
		President and Chief Executive Officer