SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2021
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|One M&T Plaza, Buffalo, New York||14203|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (716) 635-4000
(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 (see General Instruction A.2. below):
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange
on Which Registered
|Common Stock, $.50 par value||MTB||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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:
Proposal 2 – Approval of the M&T share issuance proposal:
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.
Financial Statements and Exhibits.
Description of Exhibit
|99.1||Joint Press Release, dated May 26, 2021|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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|
/s/ Marie King
|Title:||Group Vice President and Corporate Secretary|
Date: May 26, 2021