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): November 16, 2020

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

1-9861	16-0968385
(Commission File Number)	(I.R.S. Employer Identification No.)
One M&T Plaza, Buffalo, New York	14203
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (716) 635-4000

(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 Symbols	Name of Each Exchange on Which Registered
Common Stock, $.50 par value	MTB	New York Stock Exchange

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.

(d) Election of Leslie Godridge and Rudina Seseri to the Board of Directors

On November 16, 2020, the Board of Directors of M&T Bank Corporation (“M&T”) elected Leslie Godridge and Rudina Seseri as directors of M&T. Mses. Godridge and Seseri were also elected as directors of M&T Bank, M&T’s principal banking subsidiary. The public announcement was made by means of a news release, which is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

As non-employee directors, Mses. Godridge and Seseri each will participate in M&T’s director compensation program as described in M&T’s 2020 proxy statement. No decisions have been made regarding committee assignments for either Mses. Godridge or Seseri. There are no arrangements or understandings between either Mses. Godridge or Seseri and any other person pursuant to which either was selected as a director, and neither Mses. Godridge nor Seseri have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	News Release dated November 16, 2020
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.

	M&T Bank Corporation
Date: November 17, 2020	By:	/s/ Marie King
	Name:	Marie King
	Title:	Group Vice President and Corporate Secretary

EX-99.1

Exhibit 99.1

M&T Bank Corporation Elects Leslie Godridge and Rudina Seseri

to Board of Directors

Diverse new members bring wide-ranging experience and insights from banking, large

corporations and tech startups to M&T’s Board

BUFFALO, N.Y., November 16, 2020—M&T Bank Corporation (NYSE: MTB) (“M&T”) announced today the election of Leslie Godridge, who recently retired as the Vice Chair and Co-Head of Corporate and Commercial Banking for US Bancorp, and Rudina Seseri, Founder and Managing Partner of Glasswing Ventures, to its Board of Directors, effective November 16, 2020. Mss. Godridge and Seseri were also elected to the Board of Directors of M&T Bank, M&T’s principal banking subsidiary.

Ms. Godridge joined US Bancorp in 2007 as Executive Vice President and Head of National Corporate Special Industries and Global Treasury Management, a role she held until 2016 when she became Vice Chair and Co-Head of Corporate and Commercial Banking. Previously, she spent 25 years at Bank of New York serving in a variety of senior managerial roles, culminating as Head of Consumer, Commercial, Private Banking and Asset Management.

Ms. Godridge was recognized repeatedly on The American Banker’s list of Most Powerful Women in Banking, and she has served as a Trustee of the Museum of the City of New York since 2006. She holds a Bachelor of Arts from Smith College and a Master of Business Administration from New York University Stern School of Business.

Ms. Seseri is the Founder and Managing Partner of Glasswing Ventures, an early-stage venture capital firm investing in Artificial Intelligence enabled software companies. With over 17 years of investing and transactional experience, Ms. Seseri has invested in and helped build successful companies with innovative technologies in the fields of Artificial Intelligence, Machine Learning, enterprise software and digital marketing technologies.

Prior to founding Glasswing Ventures, Ms. Seseri was a Partner at Fairhaven Capital, a technology venture capital firm, from 2007 to 2015. Previously, she served as a Senior Manager in the Corporate Development Group at Microsoft Corp., and as an investment banker in the Technology Group at Credit Suisse.

Ms. Seseri has been named to Entrepreneur Magazine’s 100 Powerful Women list and Boston Business Journal’s Power 50 Newsmakers list. She was appointed by the Dean of the Harvard Business School for five consecutive years to serve as Entrepreneur in Residence and is an HBS inaugural member of Rock Venture Capital Partners. Ms. Seseri graduated magna cum laude with a Bachelor of Arts degree from Wellesley College, and holds a Master of Business Administration from the Harvard Business School.

“To help their customers and communities grow in the new economy, banks serve as an important source of capital—and as an important source of guidance—for companies of all size, from large, established corporations to up-and-coming start-ups. With their wide-ranging experience and expertise in business, Leslie Godridge and Rudina Seseri add exceptional breadth and depth to our board as we work to fulfill our mission and our mandate,” said René F. Jones, M&T’s Chairman and CEO.

“Throughout my career in banking, I’ve always admired M&T, not just for achieving consistently strong financial results, but for their equally long-standing commitment to meeting the diverse and various needs of their customers and communities,” said Ms. Godridge. “That’s why I’m so honored to join M&T’s board today, and I look forward to helping and supporting this remarkable team of bankers as they work to build upon that legacy—and that mission—well into the future.”

“This is a pivotal time when disruptive technology is helping reshape the financial services industry,” said Ms. Seseri. “I am excited to channel my frontier tech experience and insights to help work with the forward-looking board and leadership team at M&T to build on the momentum they have created and guide their vision in this new age of automation.”

About M&T Bank

M&T Bank Corporation is a financial holding company headquartered in Buffalo, New York. M&T’s principal banking subsidiary, M&T Bank, operates banking offices in New York, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Virginia, West Virginia and the District of Columbia. Trust-related services are provided by M&T’s Wilmington Trust-affiliated companies and by M&T Bank.

Media Contact:

C. Michael Zabel

mzabel@mtb.com

716-842-2311

© 2020 M&T Bank. Member FDIC.

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Document and Entity Information	Nov. 16, 2020
Cover [Abstract]
Entity Registrant Name	M&T BANK CORP
Amendment Flag	false
Entity Central Index Key	0000036270
Document Type	8-K
Document Period End Date	Nov. 16, 2020
Entity Incorporation State Country Code	NY
Entity File Number	1-9861
Entity Tax Identification Number	16-0968385
Entity Address, Address Line One	One M&T Plaza
Entity Address, City or Town	Buffalo
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14203
City Area Code	(716)
Local Phone Number	635-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $.50 par value
Trading Symbol	MTB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false