UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 14, 2022, M&T Bank Corporation (“M&T”) announced that Daryl Bible will join M&T as its next Chief Financial Officer (“CFO”) in the second quarter of 2023. Mr. Bible will succeed Daren King as CFO, who will continue serving as CFO until Mr. Bible’s appointment. Mr. King will assume an expanded set of responsibilities to include oversight of a portfolio of businesses, including retail and business banking, mortgage, and consumer lending.
Mr. Bible, age 61, most recently served as CFO of Truist Financial Corporation (and its predecessor BB&T Corporation) from 2009 until his retirement as CFO in September 2022.
Upon his joining M&T, Mr. Bible will participate in M&T’s executive compensation program, including annual short-term cash and long-term equity incentive compensation opportunities for performance year 2023, and be provided retirement and other benefits, as described in the Compensation Discussion and Analysis section of M&T’s Proxy Statement filed with the Securities and Exchange Commission on March 16, 2022. Mr. Bible’s annual base salary will be $740,000. In connection with his hire, he will receive (1) a cash bonus of $500,000, less taxes, which will be forfeitable by Mr. Bible should he separate from M&T within one year, and (2) an award of restricted stock units valued at $2,500,000 granted under M&T’s 2019 Equity Incentive Compensation Plan, which will vest ratably over three years subject to continued employment on each vesting date.
| Item 7.01 | Regulation FD Disclosure. |
On December 14, 2022, M&T issued a press release regarding the executive leadership changes set forth in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1.
The information set forth in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are filed as part of this Current Report:
| Exhibit No. |
Description of Filed Exhibit | |
| 99.1 | News Release dated December 14, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
1
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 | ||
| By | /s/ Laura O’Hara | |
| Name: | Laura O’Hara | |
| Title: | Senior Executive Vice President and Chief Legal Officer | |
Date: December 14, 2022