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): April 24, 2018

Financial Institutions, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

New York	0-26481	16-0816610
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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))

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 April 24, 2018, Kevin B. Klotzbach notified Financial Institutions, Inc. (the "Company") that he will retire from his positions as Executive Vice President and Chief Financial Officer effective as of March 31, 2019. Mr. Klotzbach will remain in his position as Treasurer until December 31, 2019. In connection with his planned retirement, on April 24, 2018, the Management Development & Compensation Committee of the Company’s Board of Directors approved the terms of a supplemental executive retirement plan to be entered into between the Company and Mr. Klotzbach, pursuant to which he will receive payments in the aggregate annual amount of $125,000 for each of four years, beginning in January 2020.

A copy of this agreement is expected to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2018.

On April 30, 2018, the Company issued a press release announcing Mr. Klotzbach’s decision to retire from his position as Chief Financial Officer. 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 99.1 Press Release issued by Financial Institutions, Inc. on April 30, 2018

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Financial Institutions, Inc. on April 30, 2018

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.
April 30, 2018	By:	William L. Kreienberg
		Name: William L. Kreienberg
		Title: Executive Vice President, Chief Corporate Development Executive and General Counsel

EX-99.1

Exhibit 99.1

Financial Institutions, Inc.

FOR IMMEDIATE RELEASE

Financial Institutions, Inc. Announces Retirement of
CFO Kevin B. Klotzbach

WARSAW, N.Y. – April 30, 2018 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank (the “Bank”), Scott Danahy Naylon, LLC and Courier Capital, LLC, announced today that Kevin B. Klotzbach will retire as Chief Financial Officer effective March 31, 2019. Mr. Klotzbach will continue to serve as Treasurer through December 31, 2019.

President and Chief Executive Officer Martin K. Birmingham said, “It has been an honor working with Kevin and I could not have asked for a better partner with his impressive breadth of knowledge and experience in banking, finance and treasury. As Chief Financial Officer, Kevin has put our company on a stable financial foundation characterized by strong levels of liquidity and capital. An important milestone during his tenure as CFO was the expansion of our business model through the strategic acquisition of our fee-based businesses. Kevin’s leadership, focus on strategic priorities and the timing of this announcement will ensure a smooth and orderly transition that will help us continue our focus on driving strong results on behalf of shareholders”.

Mr. Klotzbach joined Five Star Bank in 2001 as Vice President and Treasurer. He was promoted to Senior Vice President in 2005 and was named Executive Vice President, Chief Financial Officer and Treasurer of the Bank and the Company in April 2013. Previously, he actively managed fixed income portfolios at several other financial institutions, including Merrill Lynch Asset Management and Empire of America.

Chief Financial Officer Kevin B. Klotzbach said, “The past 17 years have been some of the most rewarding of my career, due in large part to the talented people I have worked alongside with at Financial Institutions, Inc. and Five Star Bank. As CFO for the last five years, we have accomplished a lot in support of a strong shareholder experience including diversifying our business, growing the bank and strengthening our balance sheet. While I am looking forward to having more time to fulfill personal goals, I remain fully committed to assuring that our company thrives during a thoughtful and seamless transition”.

About Financial Institutions, Inc.
Financial Institutions, Inc. provides diversified financial services through its subsidiaries Five Star Bank, Scott Danahy Naylon and Courier 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 50 offices throughout Western and Central New York State. Scott Danahy Naylon provides a broad range of insurance services to personal and business clients across 45 states. Courier Capital provides 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:
Shelly J. Doran
(585) 627-1362
sjdoran@five-starbank.com