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): August 22, 2022

Financial Institutions, Inc.

(Exact name of Registrant as Specified in Its Charter)

New York	0-26481	16-0816610
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
220 Liberty Street
Warsaw, New York		14569
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 585 786-1100

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:

☐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 Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	FISI	NASDAQ Global Select Market

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.

On August 22, 2022, Financial Institutions, Inc. (the “Company”) increased the size of its Board of Directors from eleven to twelve members and appointed Mr. Bruce W. Harting to fill the newly-created vacancy on the Board of Directors. Mr. Harting will serve on the Audit and Risk Oversight Committees of the Board of Directors. Mr. Harting is independent under the independence standards of NASDAQ. He will receive compensation for his service as a director as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Mr. Harting will serve until the next annual meeting of shareholders, at which time we expect that the Board of Directors will nominate Mr. Harting to stand for election at the annual meeting.

Mr. Harting was not appointed pursuant to any arrangement of understanding with any person. Neither Mr. Harting nor any of his immediate family has been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.

On August 22, 2022, the Company issued a press release announcing the increase in size of its Board of Directors and the appointment of Mr. Harting. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description	Location
99.1	Press Release issued by Financial Institutions, Inc. on August 22, 2022	Filed Herewith
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 thereunto duly authorized.

			Financial Institutions, Inc.
Date:	August 22, 2022	By:	/s/ W. Jack Plants II
			W. Jack Plants II Senior Vice President, Chief Financial Officer      and Treasurer

EX-99.1

 

FOR IMMEDIATE RELEASE

Financial Institutions, Inc. Appoints Bruce W. Harting to Board of Directors

The financial services veteran brings deeps corporate development and financial experience to the growing community bank and its affiliates

WARSAW, N.Y. – August 22, 2022– Financial Institutions, Inc. (NASDAQ:FISI) (the “Company” or “we”), parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC, Courier Capital, LLC and HNP Capital, LLC, today announced the appointment of Bruce W. Harting as a new independent member of its Board of Directors, effective immediately.

Mr. Harting, who most recently served as Team Chief Investment Officer, Private Wealth Advisor at Rockefeller Capital Management, has dedicated decades of service to his investment banking and equity research clients through many economic cycles during his career.

“We are very pleased to welcome Bruce Harting to the Boards of Directors of both Financial Institutions, Inc. and Five Star Bank,” said Susan R. Holliday, Chair of the Boards of Directors of the Company and the Bank. “Bruce is a seasoned executive whose corporate development expertise, understanding of the financial markets and experience in the financial services industry will be highly valuable as we continue to execute on our long-term strategic plan and growth strategy.”

“Bruce’s exceptional skill set and deep experience broaden the scope of our diverse and talented Board of Directors,” said Martin K. Birmingham, President and CEO of the Company and the Bank. “For more than 35 years, he has been a leader in the financial services industry, as both a sell side research analyst and an investment banker. We are very fortunate to welcome him to our Board and look forward to his guidance and contributions as we continue to grow.”

Mr. Harting’s appointment increases the size of the Company’s Board to twelve members, eleven of whom are independent. He is the sixth board member added since 2016, consistent with the Company’s commitment to board refreshment. As a financial expertwith strong strategic development, leadership, regulated financial services industry, and risk oversight experience, Mr. Harting will serve on the Audit and Risk Oversight Committees.

Before joining Rockefeller Capital, Mr. Harting served as Managing Director and Head of North American Commercial Bank Coverage in the Investment Banking Group at Deutsche Bank. Previously, he served as Managing Director of Investment Banking at both Credit Suisse and Barclays Capital, covering banks and specialty financial companies. Mr. Harting spent the first 25 years of his career as an equity analyst at Barclays, Lehman Brothers, Salomon Brothers and Kidder Peabody. He was the #1 ranked equity research analyst covering specialty finance companies in the U.S. while at Lehman and Barclays.

A CFA® charterholder, Mr. Harting graduated from American University and received an M.A. degree in political science from the University of Pennsylvania.

About Financial Institutions, Inc.

Financial Institutions, Inc. provides diversified financial services through its subsidiaries Five Star Bank, SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”). Five Star Bank provides a wide range of consumer and commercial banking and lending services to individuals, municipalities, and businesses through a network of more than 45 offices throughout Western and Central New York State and a commercial loan production office in Ellicott City (Baltimore), Maryland. SDN provides a broad range of insurance services to personal and business clients. Courier Capital and HNP Capital provide customized investment management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations, and retirement plans. Financial Institutions, Inc. and its subsidiaries employ approximately 650 individuals. The Company’s stock is listed on the Nasdaq Global Select Market under the symbol FISI. Additional information is available at www.fiiwarsaw.com.

For additional information contact:

Kate Croft

(716) 817-5159

KLCroft@five-starbank.com

###

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Document And Entity Information	Aug. 22, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 22, 2022
Entity Registrant Name	Financial Institutions, Inc.
Entity Central Index Key	0000862831
Entity Emerging Growth Company	false
Securities Act File Number	0-26481
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	16-0816610
Entity Address, Address Line One	220 Liberty Street
Entity Address, City or Town	Warsaw
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14569
City Area Code	585
Local Phone Number	786-1100
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	FISI
Security Exchange Name	NASDAQ