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 16, 2013
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 1-9861 | 16-0968385 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS 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) 842-5445
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)) |
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
2013 Annual Meeting of Shareholders
The 2013 Annual Meeting of Shareholders of M&T Bank Corporation (“M&T”) was held on April 16, 2013. At the 2013 Annual Meeting, shareholders approved all of management’s proposals which included (i) the election of fifteen (15) directors, all of whom were then serving as directors of M&T, for terms of one (1) year and until their successors are elected and qualified; (ii) the approval of the M&T Bank Corporation Employee Stock Purchase Plan, (iii) the approval of the compensation of M&T’s Named Executive Officers; (iv) the approval of a recommendation of an annual frequency for future advisory votes on the compensation of M&T’s Named Executive Officers; and (v) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2013. 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 votes with respect to each director who was elected at the 2013 Annual Meeting:
| Number of Votes | ||||||||||||
| Nominee |
For | Withheld | Broker Non-Vote | |||||||||
| Brent D. Baird |
102,713,062 | 2,009,961 | 10,169,580 | |||||||||
| C. Angela Bontempo |
104,006,305 | 716,718 | 10,169,580 | |||||||||
| Robert T. Brady |
97,901,728 | 6,821,295 | 10,169,580 | |||||||||
| T. Jefferson Cunningham III |
104,249,244 | 473,779 | 10,169,580 | |||||||||
| Mark J. Czarnecki |
103,823,923 | 899,100 | 10,169,580 | |||||||||
| Gary N. Geisel |
85,632,239 | 19,090,784 | 10,169,580 | |||||||||
| John D. Hawke, Jr. |
104,385,806 | 337,217 | 10,169,580 | |||||||||
| Patrick W.E. Hodgson |
104,047,415 | 675,608 | 10,169,580 | |||||||||
| Richard G. King |
98,019,451 | 6,703,572 | 10,169,580 | |||||||||
| Jorge G. Pereira |
104,039,696 | 683,327 | 10,169,580 | |||||||||
| Michael P. Pinto |
103,826,264 | 896,759 | 10,169,580 | |||||||||
| Melinda R. Rich |
104,461,238 | 261,785 | 10,169,580 | |||||||||
| Robert E. Sadler, Jr. |
103,733,557 | 989,466 | 10,169,580 | |||||||||
| Herbert L. Washington |
104,048,139 | 674,884 | 10,169,580 | |||||||||
| Robert G. Wilmers |
103,686,677 | 1,036,346 | 10,169,580 | |||||||||
The following table reflects the tabulation of the votes with respect to the approval of the M&T Bank Corporation Employee Stock Purchase Plan:
| Number of Votes |
||||||||||||
| For |
Against | Abstain | Broker Non-Vote | |||||||||
| 103,806,218 |
757,183 | 159,617 | 10,169,585 | |||||||||
The following table reflects the tabulation of the votes with respect to the approval of the compensation of M&T’s Named Executive Officers:
| Number of Votes |
||||||||||||
| For |
Against | Abstain | Broker Non-Vote | |||||||||
| 102,156,109 |
1,729,707 | 837,195 | 10,169,592 | |||||||||
The following table reflects the tabulation of the votes with respect to the recommendation of the frequency for future advisory votes on the compensation of M&T’s Named Executive Officers:
| Number of Votes |
||||||||||||||||
| 1 Year |
2 Years | 3 Years | Abstain | Broker Non-Vote | ||||||||||||
| 93,420,643 |
667,609 | 9,853,626 | 781,135 | 10,169,590 | ||||||||||||
The following table reflects the tabulation of the 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, 2013:
| Number of Votes |
||||||||||||
| For |
Against | Abstain | Broker Non-Vote | |||||||||
| 114,221,168 |
539,839 | 131,596 | * | |||||||||
| * | Not applicable |
Special Meeting of Shareholders
On April 16, 2013, M&T also held a special meeting of shareholders for the purpose of considering and voting on the proposals described in greater detail in the joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by M&T with the Securities and Exchange Commission (“SEC”) on February 22, 2013. At the special meeting, shareholders approved all of the proposals. A summary of the voting results on each of the proposals submitted to a vote of M&T’s shareholders at the special meeting is set forth below:
Proposal 1 – Approval of the issuance of M&T common stock to Hudson City Bancorp, Inc. (“Hudson City”) shareholders pursuant to the Agreement and Plan of Merger, dated as of August 27, 2012, by and among M&T, Hudson City and Wilmington Trust Corporation:
| Number of Votes |
||||||||||||
| For |
Against | Abstain | Broker Non-Vote | |||||||||
| 105,262,025 |
205,912 | 245,523 | 131,258 | |||||||||
Proposal 2 – Approval of certain amendments to the terms of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share and liquidation preference $1,000 per share, of M&T (the “Series A Preferred Shares”), including amendments to the dividend rate and the redemption provisions of the Series A Preferred Shares:
| Number of Votes |
||||||||||||
| For |
Against | Abstain | Broker Non-Vote | |||||||||
| 105,026,052 |
334,615 | 352,793 | 131,258 | |||||||||
Proposal 3 – Approval of certain amendments to the terms of the Fixed Rate Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share and liquidation preference $1,000 per share, of M&T, (the “Series C Preferred Shares”), including amendments to the dividend rate and the redemption provisions of the Series C Preferred Shares:
| Number of Votes |
||||||||||||
| For |
Against | Abstain | Broker Non-Vote | |||||||||
| 105,025,653 |
334,121 | 353,686 | 131,258 | |||||||||
Proposal 4 – Approval of one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the above proposals:
Proposal No. 4 was withdrawn, as sufficient votes were cast at the special meeting to approve Proposals 1-3.
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 17, 2013 |
By: | /s/ Marie King | ||||
| Name: Marie King Title: Administrative Vice President and Corporate Secretary | ||||||