Item 5.07 - Submission of Matters to a Vote of Security Holders

The 2023 Annual Meeting of Shareholders of Pathfinder Bancorp, Inc. was held on June 1, 2023. At the 2023 Annual Meeting, shareholders approved all of the proposals which included (i) the election of five directors, Chris R. Burritt for a one-year term, James A. Dowd, new nominee for a three-year term, and David A. Ayoub, William A. Barclay, and John F. Sharkey, III each for a three-year term and until their successors have been elected and qualified; (ii) the ratification of the appointment of Bonadio & Company, LLP, as the independent registered public accounting firm for the year ending December 31, 2023.

The following table reflects the tabulation of votes with respect to the election of the five directors at the 2023 Annual Meeting:



  Number of Votes



                                            For    Withheld
Director nominee for a one-year term:
Chris R. Burritt                         2,885,226 205,088

New nominee for a three-year term:
James A. Dowd                            3,025,654  64,660

Director nominees for a three-year term:
David A. Ayoub                           3,025,917  64,397
William A. Barclay                       2,800,453 289,861
John F. Sharkey, III                     2,883,704 206,610

The following table reflects the tabulation of votes with respect to the approval of the ratification of Bonadio & Company, LLP, as our independent registered public accounting firm for the year ending December 31, 2023:



   For    Against Abstain
3,898,048 44,050  32,637

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