UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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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).
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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 5.07 | Submission of Matters to a Vote of Security Holders. |
M&T Bank Corporation 2022 Annual Meeting of Shareholders
M&T Bank Corporation (“M&T”) held its 2022 Annual Meeting of Shareholders on April 25, 2022. At the 2022 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 2021 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, 2022.
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 2022 Annual Meeting (Proposal 1):
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes | ||||||||
| John P. Barnes | 105,306,104 | 2,513,587 | 190,396 | 9,688,305 | ||||||||
| Robert T. Brady | 102,096,667 | 5,684,423 | 228,997 | 9,688,305 | ||||||||
| Calvin G. Butler, Jr. | 103,877,170 | 3,954,387 | 178,530 | 9,688,305 | ||||||||
| Jane Chwick | 106,996,903 | 819,905 | 193,279 | 9,688,305 | ||||||||
| William F. Cruger, Jr. | 107,292,896 | 505,245 | 211,946 | 9,688,305 | ||||||||
| T. Jefferson Cunningham III | 104,734,878 | 3,055,329 | 219,881 | 9,688,305 | ||||||||
| Gary N. Geisel | 99,295,287 | 8,136,310 | 578,491 | 9,688,305 | ||||||||
| Leslie V. Godridge | 107,202,344 | 625,192 | 182,552 | 9,688,305 | ||||||||
| René F. Jones | 103,431,975 | 3,948,526 | 629,586 | 9,688,305 | ||||||||
| Richard H. Ledgett, Jr. | 107,175,180 | 648,537 | 186,371 | 9,688,305 | ||||||||
| Melinda R. Rich | 103,812,730 | 3,961,325 | 235,611 | 9,688,305 | ||||||||
| Robert E. Sadler, Jr. | 104,773,051 | 3,014,680 | 222,356 | 9,688,305 | ||||||||
| Denis J. Salamone | 105,386,138 | 2,450,737 | 173,212 | 9,688,305 | ||||||||
| John R. Scannell | 55,423,154 | 52,390,628 | 196,306 | 9,688,305 | ||||||||
| Rudina Seseri | 107,186,635 | 640,323 | 183,129 | 9,688,305 | ||||||||
| Kirk W. Walters | 105,254,617 | 2,540,972 | 214,498 | 9,688,305 | ||||||||
| Herbert L. Washington | 104,784,002 | 3,060,791 | 165,294 | 9,688,305 | ||||||||
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The following table reflects the tabulation of the final votes with respect to the approval of the 2021 compensation of M&T’s Named Executive Officers (Proposal 2):
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 102,727,818 | 4,837,773 | 444,496 | 9,688,305 |
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, 2022 (Proposal 3):
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 111,393,145 | 6,183,203 | 122,044 | Not Applicable |
| Item 8.01 | Other Events. |
M&T Board of Directors Committee Structure and Membership
At a meeting of M&T’s Board of Directors (the “Board”) held on April 19, 2022, the Board updated its committee structure and designated its committee membership, as set forth below, with such changes effective on April 25, 2022.
The Board approved the formation of two new committees, which replace the Nomination, Compensation and Governance Committee (the “NCG Committee”): the Compensation and Human Capital Committee and the Nomination and Governance Committee. These changes were made to allow the Board to enhance the effectiveness of its oversight of many important areas that have continued to grow in significance to M&T but have previously been within the purview of one only committee, the NCG Committee.
The Compensation and Human Capital Committee will provide oversight of executive compensation functions and succession planning, as well as review M&T’s human capital strategies and diversity, equity and inclusion efforts, among other responsibilities. The Nomination and Governance Committee will assist the Board in identifying qualified and experienced directors, oversee corporate governance issues and review M&T’s Environmental, Social and Governance (ESG) strategies and policies, among other responsibilities. The charters for both committees, along with other committee charters, are available on M&T’s website at https://ir.mtb.com/corporate-governance.
The Board designated the membership of the Board’s standing committees 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.
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 |
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| Executive Committee | Nomination and Governance Committee | |
| Robert E. Sadler, Jr. (Chair) Robert T. Brady Gary N. Geisel René F. Jones |
Robert T. Brady (Chair) Calvin G. Butler, Jr. John R. Scannell | |
| Risk Committee | ||
| Robert E. Sadler, Jr.† (Chair) John P. Barnes† Jane Chwick† Leslie V. Godridge† Richard H. Ledgett, Jr. |
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| †“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 29, 2022 | By: | /s/ Marie King | ||||
| Name: Marie King | ||||||
| Title: Senior Vice President and Corporate Secretary | ||||||
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