01—Abstract
Summary
Summary of the 8-K filed April 23, 2026. Cited figures are marked; the original filing is the authoritative source.
M&T Bank Corporation reported in this Form 8-K (Item 5.07) the results of its 2026 Annual Meeting of Shareholders, held on April 21, 2026.
Shareholders approved all four of the Board of Directors' proposals: the election of twelve directors for one-year terms, the approval of 2025 compensation for the Named Executive Officers, the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026. The filing states that each proposal is described in the 2026 Proxy Statement filed with the Securities and Exchange Commission on March 10, 2026. All twelve director nominees were elected, though support varied.
Melinda R. Rich received the most opposition, with 108,353,052 votes for and 12,557,228 votes against. René F.
Jones also drew notable opposition, with 5,659,965 votes against. Most other nominees received well over 100 million votes for. The say-on-pay proposal passed with 113,373,078 votes for and 7,539,139 against, and the equity plan amendment passed with 116,924,195 votes for and 3,950,417 against.
The auditor ratification received the strongest support, with 129,631,275 votes for and 5,413,036 against. For investors, the filing reflects routine annual meeting outcomes with no new strategic, financial, or governance transactions disclosed.
The main points of interest are the approval of the amended equity incentive plan and the level of dissent on executive compensation and certain director elections. Abstentions and broker non-votes were not counted as votes cast and had no effect on the outcome.
02—Key points
Key Highlights
- Shareholders approved all four Board proposals at the 2026 Annual Meeting held April 21, 2026.
- All twelve director nominees were elected to one-year terms.
- Say-on-pay (2025 Named Executive Officer compensation) was approved with 113,373,078 votes for and 7,539,139 against.
- The amendment and restatement of the 2019 Equity Incentive Compensation Plan was approved with 116,924,195 votes for and 3,950,417 against.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026, with 129,631,275 votes for and 5,413,036 against.
- Melinda R. Rich received the lowest director support, with 108,353,052 votes for and 12,557,228 against.
- Abstentions and broker non-votes were not counted as votes cast and did not affect approval thresholds.
03—Questions
Frequently Asked Questions
Which proposals did shareholders vote on at the 2026 Annual Meeting?
Shareholders voted on the election of twelve directors, the approval of 2025 compensation for the Named Executive Officers, the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026. The filing states all were approved.
Were any director nominees elected with notably high opposition?
All twelve nominees were elected. Melinda R. Rich had the most votes against, at 12,557,228, compared with 108,353,052 votes for. René F. Jones had 5,659,965 votes against, and William F. Cruger, Jr. and Herbert L. Washington each had more than 2 million votes against.
How did shareholders vote on executive compensation?
The approval of 2025 compensation for the Named Executive Officers received 113,373,078 votes for, 7,539,139 against, and 434,691 abstentions. Broker non-votes totaled 13,882,380.
What does the equity plan amendment mean for shareholders?
Shareholders approved the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan, with 116,924,195 votes for, 3,950,417 against, and 472,296 abstentions. The filing does not describe the specific terms of the amendment, which are detailed in the 2026 Proxy Statement filed March 10, 2026.
Does this filing disclose any financial results or corporate transactions?
No. The filing addresses only the results of the 2026 Annual Meeting of Shareholders under Item 5.07 and does not report financial results, acquisitions, or other corporate transactions.
04—Continue