UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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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 2024 Annual Meeting of Shareholders
M&T Bank Corporation (“M&T”) held its 2024 Annual Meeting of Shareholders on April 16, 2024 (the “Annual Meeting”). At the Annual Meeting, shareholders approved all of the Board of Directors’ proposals, which included: (i) the election of sixteen (16) directors of M&T, for one-year terms and until their successors are elected and qualified; (ii) the approval of the 2023 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, 2024.
The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are presented 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 the Annual Meeting (Proposal 1):
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||
| John P. Barnes |
131,846,665 | 3,389,928 | 399,012 | 15,132,722 | ||||
| Robert T. Brady |
117,523,449 | 17,593,905 | 518,252 | 15,132,722 | ||||
| Carlton J. Charles |
130,555,451 | 4,642,699 | 437,456 | 15,132,722 | ||||
| Jane Chwick |
132,571,243 | 2,667,285 | 397,077 | 15,132,722 | ||||
| William F. Cruger, Jr. |
133,786,217 | 1,431,617 | 417,772 | 15,132,722 | ||||
| T. Jefferson Cunningham III |
130,856,154 | 4,332,365 | 447,086 | 15,132,722 | ||||
| Gary N. Geisel |
130,133,781 | 5,116,080 | 385,745 | 15,132,722 | ||||
| Leslie V. Godridge |
134,573,087 | 648,571 | 413,948 | 15,132,722 | ||||
| René F. Jones |
128,327,001 | 6,890,888 | 417,718 | 15,132,722 | ||||
| Richard H. Ledgett, Jr. |
134,088,319 | 1,138,622 | 408,664 | 15,132,722 | ||||
| Melinda R. Rich |
131,978,691 | 3,282,554 | 374,362 | 15,132,722 | ||||
| Robert E. Sadler, Jr. |
131,614,615 | 3,628,784 | 392,208 | 15,132,722 | ||||
| Denis J. Salamone |
133,591,954 | 1,639,617 | 404,023 | 15,132,722 | ||||
| Rudina Seseri |
134,497,436 | 680,536 | 457,634 | 15,132,722 | ||||
| Kirk W. Walters |
131,907,464 | 3,315,305 | 412,837 | 15,132,722 | ||||
| Herbert L. Washington |
130,909,867 | 4,343,361 | 382,378 | 15,132,722 |
John R. Scannell was not a nominee for director at the Annual Meeting, and his term as a director ended at the Annual Meeting.
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The following table reflects the tabulation of the final votes with respect to the approval of the 2023 compensation of M&T’s Named Executive Officers (Proposal 2):
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 126,792,136 |
8,142,575 | 700,393 | 15,132,722 |
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, 2024 (Proposal 3):
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 144,695,383 |
5,824,756 | 248,189 | Not Applicable |
| Item 8.01 | Other Events. |
Board Election of Lead Independent Director and Board Committee Memberships
At a meeting of M&T’s Board of Directors (the “Board”) on April 16, 2024 held after the Annual Meeting, the Board elected Gary N. Geisel as non-executive Vice Chairman of the Board and lead independent director. The Board also reappointed membership of its 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 and who meet other qualification requirements applicable to such committees, as determined by the Board. Each committee is governed by a written charter approved by the Board, and the charters are available on M&T’s website at ir.mtb.com/corporate-governance.
Board Committee Membership
| Audit Committee | Compensation and Human Capital Committee | |
| Denis J. Salamone (Chair) Jane Chwick William F. Cruger, Jr. T. Jefferson Cunningham III Herbert L. Washington |
William F. Cruger, Jr. (Chair) Gary N. Geisel Rudina Seseri Herbert L. Washington | |
| Executive Committee | Nomination and Governance Committee | |
| Robert E. Sadler, Jr. (Chair) Robert T. Brady Gary N. Geisel René F. Jones Melinda R. Rich |
Melinda R. Rich (Chair) Robert T. Brady Carlton J. Charles | |
| Risk Committee | ||
| Robert E. Sadler, Jr. (Chair) John P. Barnes Carlton J. Charles Leslie V. Godridge Richard H. Ledgett, Jr. Kirk W. Walters |
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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 18, 2024 | By: | /s/ Marie King | ||||
| Name: Marie King | ||||||
| Title: Senior Vice President and Corporate Secretary | ||||||
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