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): June 17, 2022 |
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) |
|
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:
☐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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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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 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 14, 2022. At the Annual Meeting, the holders of the Company’s common stock entitled to vote at the meeting: (1) elected Martin K. Birmingham, Samuel M. Gullo, and Kim E. VanGelder to serve as directors until the Company’s 2025 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified (“Proposal 1”); (2) approved the non-binding, advisory vote on compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2021, as described in the “Compensation Discussion and Analysis,” executive compensation tables and narrative disclosures in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 27, 2022 (“Proposal 2”); and (3) ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (“Proposal 3”).
The certified voting results were as follows:
Proposal 1 – Election of Directors
Martin K. Birmingham
FOR: 11,548,302
WITHHELD: 446,726
BROKER NON-VOTES: 1,897,024
Samuel M. Gullo
FOR: 11,106,136
WITHHELD: 888,892
BROKER NON-VOTES: 1,897,024
Kim E. VanGelder
FOR: 11,456,607
WITHHELD: 538,421
BROKER NON-VOTES: 1,897,024
Proposal 2 – Advisory Vote on Executive Compensation
FOR: 10,830,710
AGAINST: 1,080,122
ABSTAIN: 84,196
BROKER NON-VOTES: 1,897,024
Proposal 3 – Ratification of Independent Registered Public Accounting Firm
FOR: 13,652,934
AGAINST: 234,435
ABSTAIN: 4,683
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: | June 17, 2022 | By: | /s/ W. Jack Plants II |
| | | W. Jack Plants II
Senior Vice President, Chief Financial Officer
and Treasurer |
