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. |
As previously announced by M&T Bank Corporation (“M&T”) in a Form 8-K dated June 16, 2022, Richard S. Gold retired as M&T’s president and chief operating officer, effective April 18, 2023. Mr. Gold continues to serve on the Board of Directors of M&T’s principal subsidiary, M&T Bank.
Also as previously announced in M&T’s Form 8-K dated December 14, 2022, Daryl Bible will join M&T as Chief Financial Officer (“CFO”) in the second quarter of 2023. The effective date of Mr. Bible’s appointment is expected to be June 1, 2023, at which time Darren King, M&T’s current CFO, will assume an expanded set of responsibilities to include oversight of a portfolio of businesses, including retail and business banking, mortgage, and consumer lending.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
M&T Bank Corporation 2023 Annual Meeting of Shareholders
M&T held its 2023 Annual Meeting of Shareholders on April 18, 2023 (the “Annual Meeting”). At the Annual Meeting, shareholders approved all of the Board of Directors’ proposals, which included: (i) the election of seventeen (17) directors of M&T, for one-year terms and until their successors are elected and qualified; (ii) the approval of the 2022 compensation of M&T’s Named Executive Officers; (iii) the approval to hold future advisory votes on the compensation of M&T’s Named Executive Officers annually; (iv) the approval of the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan; and (v) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2023.
The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are described below. Abstentions and broker non-votes (if applicable) were counted for purposes of determining whether a quorum was present but were not treated as votes cast. Therefore, abstentions and broker non-votes (if applicable) did not have the effect of a vote for or against such proposal and were not counted in determining the number of votes required for approval.
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The following table reflects the tabulation of the final votes with respect to each director who was elected at the Annual Meeting (Proposal 1):
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes | ||||||
| John P. Barnes |
131,028,327 | 3,583,774 | 247,912 | 15,127,817 | ||||||
| Robert T. Brady |
116,740,150 | 17,787,506 | 332,357 | 15,127,817 | ||||||
| Carlton J. Charles |
133,116,553 | 1,412,564 | 330,896 | 15,127,817 | ||||||
| Jane Chwick |
132,934,212 | 1,595,630 | 330,170 | 15,127,817 | ||||||
| William F. Cruger, Jr. |
133,121,328 | 1,412,775 | 325,911 | 15,127,817 | ||||||
| T. Jefferson Cunningham III |
130,159,234 | 4,359,368 | 341,411 | 15,127,817 | ||||||
| Gary N. Geisel |
128,678,443 | 5,840,036 | 341,534 | 15,127,817 | ||||||
| Leslie V. Godridge |
133,679,368 | 857,288 | 323,357 | 15,127,817 | ||||||
| René F. Jones |
127,319,172 | 6,789,857 | 750,984 | 15,127,817 | ||||||
| Richard H. Ledgett, Jr. |
133,538,772 | 987,015 | 334,226 | 15,127,817 | ||||||
| Melinda R. Rich |
130,644,594 | 3,910,392 | 305,028 | 15,127,817 | ||||||
| Robert E. Sadler, Jr. |
130,734,783 | 3,809,105 | 316,125 | 15,127,817 | ||||||
| Denis J. Salamone |
131,556,747 | 2,958,331 | 344,935 | 15,127,817 | ||||||
| John R. Scannell |
128,893,964 | 5,621,292 | 344,757 | 15,127,817 | ||||||
| Rudina Seseri |
133,665,693 | 846,638 | 347,683 | 15,127,817 | ||||||
| Kirk W. Walters |
131,097,085 | 3,499,228 | 263,701 | 15,127,817 | ||||||
| Herbert L. Washington |
129,750,910 | 4,760,265 | 348,838 | 15,127,817 | ||||||
The following table reflects the tabulation of the final votes with respect to the approval of the 2022 compensation of M&T’s Named Executive Officers (Proposal 2):
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 125,262,973 | 8,866,177 | 731,354 | 15,127,817 |
The following table reflects the tabulation of the final votes with respect to the proposal on the frequency of holding future advisory votes on the compensation of M&T’s Named Executive Officers (Proposal 3). M&T’s Board of Directors (the “Board”) unanimously recommended that the advisory vote on the compensation of M&T’s Named Executive Officers occur annually as a corporate governance best practice, and M&T will include such a shareholder vote every year in its proxy materials until at least the next required vote on the frequency of such votes.
| Every One Year |
Every Two Years |
Every Three Years |
Abstain |
Broker Non-Votes | ||||
| 131,434,233 | 340,782 | 2,704,183 | 379,825 | 15,127,817 |
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The following table reflects the tabulation of the final votes with respect to approval of the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (Proposal 4):
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 128,486,800 | 5,811,576 | 562,128 | 15,127,817 |
The following table reflects the tabulation of the final votes with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2023 (Proposal 5):
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 143,295,182 | 6,427,295 | 265,844 | Not Applicable |
| Item 8.01 | Other Events. |
Board Committee Membership. At a meeting of the Board held after the Annual Meeting on April 18, 2023, the Board reappointed its committee membership as set forth below. Each of the Audit Committee, Compensation and Human Capital Committee, Nomination and Governance Committee, and Risk Committee is comprised solely of directors who are independent under the standards established by the New York Stock Exchange and Securities and Exchange Commission (“SEC”) and who meet other qualification requirements applicable to such committees as determined by the Board. Each committee is governed by a written charter approved by the Board, and the charters are available on M&T’s website at ir.mtb.com/corporate-governance.
Board Committee Membership
| Audit Committee | Compensation and Human Capital Committee | |
| Denis J. Salamone* (Chair) William F. Cruger, Jr.* T. Jefferson Cunningham III Herbert L. Washington |
Gary N. Geisel (Chair) Melinda R. Rich Herbert L. Washington |
| * | “Audit committee financial expert” under Item 407(d) of Regulation S-K of the SEC |
| Executive Committee | Nomination and Governance Committee | |
| Robert E. Sadler, Jr. (Chair) Robert T. Brady Gary N. Geisel René F. Jones Melinda R. Rich |
Robert T. Brady (Chair) Carlton J. Charles John R. Scannell | |
| Risk Committee | ||
| Robert E. Sadler, Jr.† (Chair) John P. Barnes† Jane Chwick† Leslie V. Godridge† Richard H. Ledgett, Jr. |
||
| † | “Risk management expert” under Regulation YY of the Board of Governors of the Federal Reserve System |
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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: April 20, 2023 | By: | /s/ Marie King | ||||
| Name: Marie King | ||||||
| Title: Senior Vice President and Corporate Secretary | ||||||
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