01—Abstract
Summary
Summary of the 8-K filed April 18, 2024. Cited figures are marked; the original filing is the authoritative source.
M&T Bank Corporation held its 2024 Annual Meeting of Shareholders on April 16, 2024, and shareholders approved all of the Board's proposals.
Shareholders elected sixteen directors to one-year terms, approved the 2023 compensation of the Named Executive Officers on an advisory basis, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024. John R. Scannell did not stand for re-election and his term as a director ended at the meeting.
The votes for the Named Executive Officer compensation proposal were 126,792,136 in favor, 8,142,575 against, and 700,393 abstentions, with 15,132,722 broker non-votes. Robert T. Brady received the most against votes of any director nominee, at 17,593,905, while most other nominees drew against votes in the range of roughly 0.6 million to 6.9 million.
The PricewaterhouseCoopers ratification received 144,695,383 votes for, 5,824,756 against, and 248,189 abstentions. Following the meeting, the Board elected Gary N. Geisel as non-executive Vice Chairman and lead independent director and reappointed the members of its Audit, Compensation and Human Capital, Nomination and Governance, Executive, and Risk Committees.
Denis J. Salamone chairs the Audit Committee, William F. Cruger, Jr. chairs the Compensation and Human Capital Committee, Melinda R.
Rich chairs the Nomination and Governance Committee, and Robert E. Sadler, Jr. chairs the Executive and Risk Committees.
02—Key points
Key Highlights
- Shareholders approved all Board proposals at the April 16, 2024 Annual Meeting.
- Sixteen directors were elected to one-year terms, and John R. Scannell's directorship ended at the meeting without re-nomination.
- The 2023 compensation of Named Executive Officers was approved with 126,792,136 votes for and 8,142,575 against.
- PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for 2024, with 144,695,383 votes for and 5,824,756 against.
- Gary N. Geisel was elected non-executive Vice Chairman and lead independent director by the Board.
- Committee leadership was set: Denis J. Salamone (Audit), William F. Cruger, Jr. (Compensation and Human Capital), Melinda R. Rich (Nomination and Governance), and Robert E. Sadler, Jr. (Executive and Risk).
03—Questions
Frequently Asked Questions
Did shareholders approve the executive compensation proposal?
Yes. Shareholders approved the 2023 compensation of M&T's Named Executive Officers, with 126,792,136 votes for, 8,142,575 against, 700,393 abstentions, and 15,132,722 broker non-votes.
Which directors received the most votes against their election?
Robert T. Brady received 17,593,905 votes against, the highest of any nominee, and René F. Jones received 6,890,888 votes against. All sixteen nominees were elected.
Who is the auditor for 2024?
Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 144,695,383 votes for and 5,824,756 against.
What leadership changes did the Board make after the meeting?
The Board elected Gary N. Geisel as non-executive Vice Chairman and lead independent director and reappointed the members of its standing committees. The filing states that all committees are composed solely of independent directors and that their charters are available at ir.mtb.com/corporate-governance.
04—Continue