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): May 9, 2012

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 (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))

Item 7.01 Regulation FD Disclosure.

On May 9, 2012, at the 2012 Annual Meeting of Shareholders of Financial Institutions, Inc. (the “Company”), Peter G. Humphrey, the Company’s President and Chief Executive Officer, and Karl F. Krebs, Executive Vice President and Chief Financial Officer, will share information about the Company and will answer questions from those attending the meeting in person. The slides to be presented are attached as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference into this Item 7.01. A copy of the presentation is also available on the Company’s website: www.fiiwarsaw.com.

This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Presentation for Annual Meeting of Shareholders on May 9, 2012.

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.

	FINANCIAL INSTITUTIONS, INC.
Date: May 9, 2012	By:	/s/ Karl F. Krebs
		Karl F. Krebs
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

2012 Annual Shareholders' Meeting May 9, 2012 Prepared for Uncertainty

Jack E. Benjamin Chairman Prepared for Uncertainty 2012 Annual Shareholders' Meeting

Introductions Call Meeting to Order Director Nominations & Election Advisory Vote to Approve Executive Compensation Advisory Vote on Frequency of Say-on-Pay Proposals Management Presentation Voting Results Closing Remarks Agenda 2012 Annual Shareholders' Meeting

Peter G. Humphrey President and Chief Executive Officer Management Presentation 2012 Annual Shareholders' Meeting

Statements contained in this presentation which are not historical facts and which pertain to future operating results of Financial Institutions, Inc. and its subsidiaries constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements involve significant risks and uncertainties. We refer you to the documents the Company files from time to time with the Securities and Exchange Commission, specifically the Company's last filed Form 10-K and Form 10-Q. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our projections or forward looking statements. The Company assumes no obligation to update any information presented herein. 2012 Annual Shareholders' Meeting

INVESTOR HIGHLIGHTS NASDAQ FISI Market capitalization $ 233.7 mil. Shares outstanding 13.8 mil. Recent price* $ 16.92 52-week range $ 12.18 - $ 17.99 Annualized Dividend Rate $ 0.52 Dividend yield 3.07% * Pricing as of April 30, 2012 Prepared for Uncertainty 2012 Annual Shareholders' Meeting

Peter G. Humphrey President and Chief Executive Officer Management Presentation 2012 Annual Shareholders' Meeting

Enhanced Capital Structure Organizational Development Strengthened Human Resource Capabilities Branch Acquisition YEAR IN REVIEW STRATEGIC ACHIEVEMENTS Prepared for Uncertainty 2012 Annual Shareholders' Meeting

Enhanced Capital Structure - Completed successful follow-on common stock offering with net proceeds of $43.1 million - Repaid in-full $37.5 million of TARP preferred stock and repurchased TARP warrant - Redeemed in-full $16.7 million of the 10.20% junior subordinated debentures YEAR IN REVIEW STRATEGIC ACHIEVEMENTS Prepared for Uncertainty 2012 Annual Shareholders' Meeting

Organizational Development - Reorganized Executive Management Structure: combined Retail Banking with Retail Lending - Restructured Five Star Investment Services - Created Market Management Program Streamlined Operations Structure Enhanced Banking Center Operations Prepared for Uncertainty YEAR IN REVIEW STRATEGIC ACHIEVEMENTS 2012 Annual Shareholders' Meeting

Strengthened Human Resource Capabilities - Created Management Assessment and Development Program - Enhanced Management Succession Planning - Internal "Branding" Program - Improved Recruiting Program - Improved Training Capabilities and Created Five Star University Prepared for Uncertainty YEAR IN REVIEW STRATEGIC ACHIEVEMENTS 2012 Annual Shareholders' Meeting

Branch Acquisition - Acquire 8 branches with $375 million in deposits - In-market opportunity - Strengthen market share - Capitalize on operational efficiencies - Anticipate closing FNFG late in the second quarter and HSBC in the third quarter Prepared for Uncertainty YEAR IN REVIEW STRATEGIC ACHIEVEMENTS 2012 Annual Shareholders' Meeting

Solid and Sustainable Earnings Deep, Broad and Experienced Management Team Attractive Footprint in Upstate New York Growth Opportunities Stable Regional Economy Attractive Valuation Prepared for Uncertainty INVESTMENT HIGHLIGHTS 2012 Annual Shareholders' Meeting

2009 2010 2011 Q1 2012 EPS - Diluted $0 .99 $1.61 $1.49 $.42 Net Income $14,441 $21,287 $22,799 $6,196 Common Dividends $0.40 $0.40 $0.47 $0.13 Prepared for Uncertainty INVESTMENT HIGHLIGHTS Solid and Sustainable Earnings 2012 Annual Shareholders' Meeting

Name Title Age Years at FISI Peter G. Humphrey President & CEO 57 35 Karl F. Krebs EVP, CFO 56 3 Martin K. Birmingham EVP, Commercial Banking 45 7 George D. Hagi EVP, Chief Risk Officer 59 6 Richard J. Harrison EVP, Chief of Retail Banking 66 9 Kevin B. Klotzbach SVP, Treasurer 59 11 R. Mitchell McLaughlin EVP, Chief Information Officer 54 31 Rita M. Bartol SVP, Director of HR 51 2 John L. Rizzo SVP, Corporate Secretary / In-House Counsel 62 2 INVESTMENT HIGHLIGHTS Experienced Management Team 2012 Annual Shareholders' Meeting

14 Contiguous Counties 50 Branches Over 70 ATMs 2012 Annual Shareholders' Meeting

$ 11.1 Billion $ 23.7 Billion $ 1.1 Billion 2012 Annual Shareholders' Meeting

Unemployment Rate Consumer Confidence INVESTMENT HIGHLIGHTS Stable Regional Economy 2012 Annual Shareholders' Meeting

Prepared for Uncertainty INVESTMENT HIGHLIGHTS Attractive Valuation Keefe Bruyette & Woods, Inc. - Target stock price $19 Janney Capital Markets - Target stock price $20 with a strong buy rating Sandler O'Neill - Target stock price $19 with a buy rating 2012 Annual Shareholders' Meeting

Karl F. Krebs Executive Vice President and Chief Financial Officer Financial Overview 2012 Annual Shareholders' Meeting

FINANCIAL HIGHLIGHTS Key Statistics Dollars in thousands except Earnings per Share data Prepared for Uncertainty 2012 Annual Shareholders' Meeting

NET INTEREST INCOME AND NONINTEREST INCOME CAGR ('08-'11) 6.8% * All years exclude OTTI & Securities Gains Prepared for Uncertainty 2012 Annual Shareholders' Meeting

FINANCIAL OVERVIEW Strong Net Interest Margin Prepared for Uncertainty 2012 Annual Shareholders' Meeting

FINANCIAL OVERVIEW Expense Management-Efficiency Ratio Expense as a Percent of Revenue * Peer group average as defined in the FISI Proxy statement. Prepared for Uncertainty 2012 Annual Shareholders' Meeting

Other Securities 0.2% US Gov't Agencies & GSE 14.7% FINANCIAL OVERVIEW Low Risk Investment Portfolio Prepared for Uncertainty 2012 Annual Shareholders' Meeting

CAGR ('4Q, 08- 4Q, 11) 9.8% $ 1,121 $1,264 $1,346 $1,485 $1,521 2012 Annual Shareholders' Meeting

FINANCIAL OVERVIEW Disciplined Lending $ millions ------------ As of December 31 ------------- Loans Non-Performing Loan Ratio 1.67% 2011 Peer Group* * Peer group average as defined in the FISI Proxy statement. Prepared for Uncertainty 2012 Annual Shareholders' Meeting

FINANCIAL OVERVIEW CREDIT QUALITY * Peer group average as defined in the FISI Proxy statement. Prepared for Uncertainty 2012 Annual Shareholders' Meeting

Cost of Deposits 0.60% 2012 Annual Shareholders' Meeting FINANCIAL OVERVIEW

FINANCIAL OVERVIEW CAPITAL MANAGEMENT * Peer group average as defined in the FISI Proxy statement. Prepared for Uncertainty 2012 Annual Shareholders' Meeting

Peter G. Humphrey President and Chief Executive Officer Industry Outlook 2012 and Beyond 2012 Annual Shareholders' Meeting

Fragile Economy Regulatory Environment Reg. E, Dodd Frank, Durbin, CFPB 2012 Election Impact Competition Credit Union Non Bank - Wal-Mart, Apple, Pay Pal, Google INDUSTRY OUTLOOK Prepared for Uncertainty 2012 Annual Shareholders' Meeting

Strategic Planning Process Community Banking Philosophy Create Shareholder Value 2012 AND BEYOND Prepared for Uncertainty 2012 Annual Shareholders' Meeting

Jack E. Benjamin Chairman Prepared for Uncertainty 2012 Annual Shareholders' Meeting

Voting Results Prepared for Uncertainty 2012 Annual Shareholders' Meeting

Closing Remarks Prepared for Uncertainty 2012 Annual Shareholders' Meeting

2012 Annual Shareholders' Meeting May 9, 2012 Prepared for Uncertainty