| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 25, 2021, M&T Bank Corporation (“M&T”) held a special meeting of shareholders (the “M&T special meeting”) for the purpose of considering and voting on the following proposals in connection with the proposed acquisition of People’s United Financial, Inc. (“People’s United”): (1) approval of the amendment of the restated certificate of incorporation of M&T to effect an increase in the number of authorized shares of M&T’s capital stock from 251,000,000 to 270,000,000 and to increase the number of authorized shares of M&T’s preferred stock from 1,000,000 to 20,000,000 (the “M&T charter amendment proposal”); (2) approval of the issuance of M&T common stock to holders of People’s United common stock pursuant to the Agreement and Plan of Merger, dated as of February 21, 2021 (as it may be amended from time to time), by and among M&T, Bridge Merger Corp. and People’s United (the “M&T share issuance proposal”); and (3) approval of the adjournment of the M&T special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the M&T charter amendment proposal and/or the M&T share issuance proposal, or to ensure that any supplement or amendment to the joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by M&T with the U.S. Securities and Exchange Commission (the “SEC”) on April 23, 2021 (the “joint proxy statement/prospectus”) is timely provided to holders of M&T common stock (the “M&T adjournment proposal”). The above proposals are described in greater detail in the joint proxy statement/prospectus, as supplemented by the Current Report on Form 8-K filed by M&T with the SEC on May 18, 2021.
A total of 108,593,848.16 shares of M&T common stock were present or represented by proxy at the M&T special meeting. This represented approximately 84.41% of the shares of M&T common stock that were outstanding and entitled to vote at the M&T special meeting, constituting a quorum for all matters to be presented at the M&T special meeting.
At the M&T special meeting, the M&T charter amendment proposal and the M&T share issuance proposal were approved, and after which the M&T adjournment proposal was withdrawn. The voting results for the first two proposals, including the votes for and against, and any abstentions or broker non-votes, are described below. Abstentions and broker non-votes had the same effect as a vote cast against the M&T charter amendment proposal, but had no effect on the outcome of the M&T share issuance proposal.
Proposal 1 – Approval of the M&T charter amendment proposal:
| | | | | | |
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
106,303,054.66 | | 1,872,690.59 | | 418,102.91 | | — |
Proposal 2 – Approval of the M&T share issuance proposal:
| | | | | | |
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
107,814,435.56 | | 368,119.00 | | 411,293.59 | | — |
Proposal 3 – Approval of the M&T adjournment proposal:
Proposal 3 was withdrawn, as sufficient votes were cast at the M&T special meeting to approve the M&T charter amendment proposal and the M&T share issuance proposal.
On May 26, 2021, M&T and People’s United issued a joint press release announcing the results of the M&T special meeting and the results of the special meeting of People’s United’s common stockholders held on May 25, 2021. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
