01—Abstract
Summary
Summary of the 8-K filed April 17, 2025. Cited figures are marked; the original filing is the authoritative source.
M&T Bank Corporation held its 2025 Annual Meeting of Shareholders on April 15, 2025, and this Current Report on Item 5.07 reports the voting results.
Shareholders approved all of the Board of Directors' proposals: the election of fourteen directors to one-year terms, the approval of the 2024 compensation of the Named Executive Officers, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025. The filing notes that each proposal is described in more detail in the 2025 Proxy Statement filed with the SEC on March 4, 2025. All three proposals passed with large majorities of votes cast.
The say-on-pay proposal received 126,400,291 votes for and 7,366,862 against, with 459,009 abstentions and 14,182,993 broker non-votes. The auditor ratification received 142,321,976 votes for and 5,817,644 against, with 269,535 abstentions. Abstentions and broker non-votes were counted toward quorum but were not treated as votes cast.
Among the directors, Leslie V. Godridge received the most votes for (133,430,068) and the fewest votes against (392,780). René F.
Jones received the most votes against (7,457,450) and the fewest votes for (126,164,035) among the nominees. Carlton J.
Charles also drew relatively high opposition at 5,142,311 votes against, and Melinda R. Rich received 6,963,188 votes against.
02—Key points
Key Highlights
- M&T Bank Corporation's 2025 Annual Meeting of Shareholders was held on April 15, 2025, and all Board proposals were approved.
- Shareholders elected fourteen directors to one-year terms, with each nominee receiving more votes for than against.
- The say-on-pay proposal on 2024 compensation for Named Executive Officers received 126,400,291 votes for and 7,366,862 against.
- Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025, with 142,321,976 votes for and 5,817,644 against.
- René F. Jones recorded the highest number of votes against among the directors at 7,457,450, while Leslie V. Godridge recorded the fewest at 392,780.
- Abstentions and broker non-votes were counted toward quorum but were not treated as votes cast, so they did not affect whether proposals passed.
- Details of each proposal are presented in the 2025 Proxy Statement filed on March 4, 2025.
03—Questions
Frequently Asked Questions
When and where was the 2025 Annual Meeting of Shareholders held?
The meeting was held on April 15, 2025. The filing does not state a location.
Which proposals did shareholders vote on at the 2025 Annual Meeting?
Shareholders voted on (i) the election of fourteen directors for one-year terms, (ii) the approval of the 2024 compensation of the Named Executive Officers, and (iii) the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025. The Board's proposals were all approved.
How did shareholders vote on the executive compensation proposal?
The say-on-pay proposal received 126,400,291 votes for, 7,366,862 votes against, and 459,009 abstentions, with 14,182,993 broker non-votes.
How were abstentions and broker non-votes treated?
Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present. They were not treated as votes cast and did not have the effect of a vote for or against any proposal, nor were they counted in determining the votes required for approval.
Where can investors find more detail on the proposals?
The filing states that each proposal is described in more detail in M&T's 2025 Proxy Statement, which was filed with the Securities and Exchange Commission on March 4, 2025.
04—Continue