M&T BANK CORP Perpetual Fixed-to-Floating RateNon-Cumulative Preferred Stock, Series H false 0000036270 0000036270 2023-01-18 2023-01-18 0000036270 us-gaap:CommonStockMember 2023-01-18 2023-01-18 0000036270 us-gaap:SeriesHPreferredStockMember 2023-01-18 2023-01-18

 

 

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): January 18, 2023

 

 

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
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H   MTBPrH   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 Carlton J. Charles to the Board of Directors

On January 18, 2023, the Board of Directors of M&T Bank Corporation (“M&T”) elected Carlton J. Charles as a director of M&T. Upon his election, Mr. Charles was appointed as a member of the Nomination and Governance Committee of the Board of Directors of M&T. Mr. Charles was also elected as a director 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 a non-employee director, Mr. Charles will participate in M&T’s director compensation program as described in M&T’s 2022 proxy statement, which was filed with the Securities and Exchange Commission on March 16, 2022. There are no arrangements or understandings between Mr. Charles and any other person pursuant to which he was selected as a director, and Mr. Charles does not 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.

  

Description

99.1    News Release dated January 18, 2023
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
By:  

/s/ Laura O’Hara

    Name:   Laura O’Hara
    Title:   Senior Executive Vice President and Chief
Legal Officer

Date: January 18, 2023