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
Date of Report (Date of earliest event reported): June 19, 2019
Financial Institutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
New York | 0-26481 | 16-0816610 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
220 Liberty Street Warsaw, New York | | 14569 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (585) 786-1100
Not Applicable
(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 Instructions 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:
| | |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 19, 2019, the Board of Directors (the “Board”) of Financial Institutions, Inc. (the “Company”) approved the amendment and restatement of the Company’s bylaws (the “Bylaws”), effective as of June 19, 2019. The amendments to the Bylaws include (1) enhancements of the governance structure of the Board by establishing a Vice Chair position to have the authority and perform the duties of the Chair, in the absence of the Chair, (2) increasing the Board’s flexibility in determining the role of the executive committee, (3) modernization of the Bylaws, and (4) ministerial and administrative updates.
The foregoing description of various amendments included in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws adopted by the Board on June 19, 2019, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference in this Item 5.03 in its entirety.
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 19, 2019. 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 2022 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, 2018, as described in the “Compensation Discussion and Analysis,” executive compensation tables and enclosed narrative disclosures in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2019 (“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, 2019 (“Proposal 3”).
The certified voting results were as follows:
Proposal 1 – Election of Directors
Martin K. Birmingham
FOR: 11,988,737
WITHHELD: 480,206
BROKER NON-VOTES: 1,887,919
Samuel M. Gullo
FOR: 11,839,171
WITHHELD: 629,772
BROKER NON-VOTES: 1,887,919
Kim E. VanGelder
FOR: 12,061,064
WITHHELD: 407,879
BROKER NON-VOTES: 1,887,919
Proposal 2 – Advisory Vote on Executive Compensation
FOR: 11,038,097
AGAINST: 984,592
ABSTAIN: 446,254
BROKER NON-VOTES: 1,887,919
Proposal 3 – Ratification of Independent Registered Public Accounting Firm
FOR: 14,093,145
AGAINST: 15,582
ABSTAIN: 248,135
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
| | Financial Institutions, Inc. |
| | | |
Date: June 25, 2019 | | By: | /s/ William L. Kreienberg |
| | | Executive Vice President, Chief Banking and Revenue |
| | | Officer and General Counsel |
