mtb-8k_20200421.htm
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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 21, 2020

 

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

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.

 

Mr. Brent D. Baird, who served as a director of M&T Bank Corporation (“M&T”) since 1983, retired from the Board of Directors and did not stand for re-election when his term expired at M&T’s 2020 Annual Meeting of Shareholders.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

M&T Bank Corporation 2020 Annual Meeting of Shareholders

 

M&T held its 2020 Annual Meeting of Shareholders on April 21, 2020.  At the 2020 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 compensation of M&T’s Named Executive Officers; and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2020.  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.

 

The following table reflects the tabulation of the final votes with respect to each director who was elected at M&T’s 2020 Annual Meeting (Proposal 1):

NOMINEES:

 

             FOR

 

       WITHHELD

 

BROKER NON-VOTE

 

 

 

 

C. Angela Bontempo

103,234,791

5,326,041

10,216,631

Robert T. Brady

101,694,265

6,866,568

10,216,631

T. Jefferson Cunningham III

104,757,393

3,803,440

10,216,631

Gary N. Geisel

101,210,851

7,349,982

10,216,631

Richard S. Gold

105,613,505

2,947,327

10,216,631

Richard A. Grossi

107,997,541

563,292

10,216,631

John D. Hawke, Jr.

107,986,773

574,060

10,216,631

René F. Jones

102,121,761

6,439,071

10,216,631

Richard H. Ledgett, Jr.

108,054,059

506,774

10,216,631

Newton P.S. Merrill

107,933,851

626,981

10,216,631

Kevin J. Pearson

105,988,112

2,572,721

10,216,631

Melinda R. Rich

107,182,020

1,378,813

10,216,631

Robert E. Sadler, Jr.

104,836,491

3,724,342

10,216,631

Denis J. Salamone

70,328,788

38,232,045

10,216,631

John R. Scannell

68,245,036

40,315,797

10,216,631

David S. Scharfstein

108,010,591

550,242

10,216,631

Herbert L. Washington

104,416,410

4,144,423

10,216,631

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The following table reflects the tabulation of the final votes with respect to the approval of the compensation of M&T’s Named Executive Officers (Proposal 2):

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

102,850,355

5,169,263

541,215

10,216,631

 

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, 2020 (Proposal 3):

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

114,017,464

4,627,251

132,748

Not Applicable

 

 

 

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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 23, 2020

 

By:

 

/s/ Marie King

 

 

 

 

Name:  Marie King

 

 

 

 

Title:    Group Vice President and

             Corporate Secretary

 

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