UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 27, 2021 |
Financial Institutions, Inc.
(Exact name of Registrant as Specified in Its Charter)
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New York | 0-26481 | 16-0816610 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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220 Liberty Street | |
Warsaw, New York | | 14569 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 585 786-1100 |
(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 Securities Exchange Act of 1934:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, par value $0.01 per share | | FISI | | NASDAQ Global Select Market |
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 27, 2021, the Management Development & Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Financial Institutions, Inc. (the “Company”) approved increases in compensation for its Executive Vice President, Chief Administrative Officer and Senior Vice President, Chief Financial Officer and Treasurer.
The Committee approved an annual base salary increase for Executive Vice President and Chief Administrative Officer, Sean M. Willett, to $316,000 per year. The Committee approved an annual base salary increase for Senior Vice President and Chief Financial Officer and Treasurer, W. Jack Plants II, to $288,000 per year. The changes in base salary for these executives will be effective as of November 1, 2021.
SIGNATURES
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 thereunto duly authorized.
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| | | Financial Institutions, Inc. |
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Date: | November 2, 2021 | By: | /s/ Samuel J. Burruano, Jr. |
| | | Samuel J. Burruano, Jr.
Executive Vice President, Chief Legal Officer
and Corporate Secretary |
