Financial Institutions, Inc. (NASDAQ:FIISO) Files An 8-K Entry into a Material Definitive Agreement

Financial Institutions, Inc. (NASDAQ:FIISO) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01.

Entry into a Material Definitive Agreement.

On December28, 2016, the Board of Directors (the Board) of
Financial Institutions, Inc., a New York Corporation (the
Corporation), approved a form of directors and officers
indemnification agreement (the DO Indemnification
Agreement
). The DO Indemnification Agreement indemnifies
directors and officers who are parties thereto with
indemnification rights arising out of, or relating to, their
service as directors and officers of the Corporation or where
they serve at the request of the Corporation as an officer,
director, representative or other agent at another entity. The
foregoing description of the form of DO Indemnification Agreement
does not purport to be complete and is qualified in its entirety
by reference to the complete text of the form of DO
Indemnification Agreement, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 10.1 and incorporated by
reference herein in this Item 1.01 in its entirety.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

The information included in Item 1.01 of this Current Report on
Form 8-K relating to the Companys form of DO Indemnification
Agreement is incorporated by reference in this Item 5.02.

Item5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On December 28, 2016, the Board approved amendments to amend and
restate the Corporations bylaws, effective as of December28, 2016
(the Bylaws). The Bylaws have not been amended since they
were last filed with the U.S. Securities and Exchange Commission
(the SEC) on March12, 2009 as an exhibit to the
Corporations Annual Report on Form 10-K for the fiscal year ended
December31, 2008. The amendments to the Bylaws are intended to
conform the Bylaws to more current and customary public company
practice, including to (i)enhance the information that the Board
would have access to about the persons deemed to be proposing
director nominees and/or shareholder proposals and further the
Boards ability to make informed recommendations to shareholders
relating thereto; (ii)provide fixed, certain, predictable and
customary deadlines for shareholder proposals and director
nominations intended to be brought before an annual meeting of
the Corporations stockholders, that, rather than being derived
from the date of such annual meeting which may not have been
fixed, would instead be, except as provided below, the thirty
(30)calendar day period that is no more than one-hundred twenty
(120)and not less than ninety (90)calendar days prior to the
first anniversary of the immediately preceding years annual
meeting; (iii)enhance the information that the Board would have
access to about proposed nominees and/or shareholder proposals
and further the Boards ability to make informed recommendations
to shareholders relating thereto; (iv)enhance the information
that the Corporation would have access to in preparing proxy
materials commenting on any shareholder proposed nominees and/or
shareholder proposals; and (v)enhance the information available
to all shareholders in advance of a shareholders meeting and,
accordingly, allow shareholders to make more informed voting
decisions. Among other things, the amendments to the Bylaws:

Specify certain procedural matters relating to the
requirements for any business to be brought before an annual
meeting of shareholders, including, but not limited to, the
prerequisites for a shareholder to bring any business before
an annual meeting of shareholders;

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Add provisions requiring an advance notice of shareholder
proposals to be submitted to the Corporation in connection
with business intended to be brought before an annual meeting
of shareholders (the Proposal Notice), including, but
not limited to, provisions that:
Specify that, to be timely, a shareholders Proposal Notice
must be delivered to, or mailed and received by, the
Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the one
hundred and twentieth (120th) calendar day and not later than
the close of business on the ninetieth (90th) calendar day
prior to the one-year anniversary date of the immediately
preceding years annual meeting of shareholders (the
Anniversary Date);provided, however,
that in the event that the date of the annual meeting is more
than thirty (30)calendar days before or more than sixty
(60)calendar days after the Anniversary Date, or if the
Corporation did not hold an annual meeting in the preceding
fiscal year, notice by the shareholder to be timely must be
so delivered, or mailed and received, not later than the
later of (i)the close of business on the ninetieth (90th)
calendar day prior to such annual meeting or (ii)the close of
business on the tenth (10th) calendar day following the day
on which public disclosure of the date of such annual meeting
was first made;
Provide for a defined term, Proposing Person, to
encompass the individuals for whom information will be
required to be included in a Proposal Notice or Nominating
Notice (as defined below), as the case may be, and defining
Proposing Person to include the shareholder providing
the applicable notice, the beneficial owner of the
Corporations capital stock, if different, on whose behalf the
applicable notice is given, any affiliate or associate (as
such terms are defined in the Securities Exchange Act of
1934, as amended (the Exchange Act)) of such
shareholder or beneficial owner, each other person who is
Acting in Concert (as defined below) with such shareholder or
beneficial owner, persons who are members of any Schedule 13D
group (as such term is used in Rule 13d-5 under the Exchange
Act) with such shareholder or beneficial owner and persons
who are participants in any solicitation of proxies by such
shareholder or beneficial owner;

Provide that a person shall be deemed to be Acting in
Concert
with another person if such person knowingly
acts (whether or not to an express agreement, arrangement
or understanding) in concert with, or towards a common goal
relating to the management, governance or control of the
Corporation in parallel with, such other person where
(A)each person is conscious of the other persons conduct or
intent and this awareness is an element in their
decision-making processes and (B)at least one additional
factor suggests that such persons intend to act in concert
or in parallel, which such additional factors may include,
without limitation, exchanging

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information (whether publicly or privately), attending
meetings, conducting discussions, or making or soliciting
invitations to act in concert or in parallel; provided,
that a person shall not be deemed to be Acting in Concert
with any other person solely as a result of the
solicitation or receipt of revocable proxies from such
other person in response to a solicitation made to, and in
accordance with, Section 14(a) of the Exchange Act by way
of a proxy or consent solicitation statement filed on
Schedule 14A. A person Acting in Concert with another
person shall be deemed to be Acting in Concert with any
third party who is also Acting in Concert with such other
person;

Further specify the information required to be provided by
Proposing Persons in respect of the business proposed in
their Proposal Notice, including, but not limited to, the
following information regarding such persons:
their ownership, direct and indirect, in the Corporations
securities, including any shares, owned beneficially (as
defined in Rule 13d-3 (or any successor thereof) under the
Exchange Act) and/or held of record by such persons
(including any shares of any class or series of the
Corporation as to which such person has a right to acquire
beneficial ownership at any time in the future, whether such
right is exercisable immediately, only after the passage of
time or only upon the satisfaction of certain conditions
precedent);
a description in reasonable detail of any pending, or to the
knowledge of any such persons, threatened legal proceeding in
which any Proposing Person is a party or participant
involving the Corporation or any officer, director, affiliate
or associate of the Corporation;
a description in reasonable detail of any relationship
(including any direct or indirect interest in any agreement,
arrangement or understanding, written or oral) between any
Proposing Person and the Corporation or any director,
officer, affiliate or associate of the Corporation;

a description in reasonable detail of any derivative
interests that are directly or indirectly, held or
maintained by such persons with respect to any shares of
any class or series of shares of the Corporations
securities (including any short position or any borrowing
or lending of shares of stock) that has been made by or on
behalf of such persons, the effect or intent of any of the
foregoing being to mitigate loss to, or to manage risk of
stock price changes for, any such persons or any of their
affiliates or associates (as such terms are defined in Rule
12b-2 of the
Exchange Act) or to increase or decrease the voting power
or pecuniary or economic interest of such persons or any of
their affiliates or associates with respect to stock of the
Corporation, including any security or instrument that
would not otherwise constitute a derivative security (as
such term is defined in Rule 16a-

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1(c) under the Exchange Act) as a result of any feature
that would make any conversion, exercise or similar right
or privilege of such security or instrument becoming
determinable only at some future date or upon the happening
of a future occurrence;

a description in reasonable detail of any proxy, contract,
arrangement, understanding or relationship, written or oral
and formal or informal, between such Proposing Person and any
other person or entity (naming each such person or entity) to
which the Proposing Person has a right to vote any shares of
the Corporation;
a description in reasonable detail of any rights to dividends
on the shares of any class or series of shares of the
Corporation directly or indirectly held of record or
beneficially by such Proposing Person that are separated or
separable from the underlying shares of the Corporation;
a description in reasonable detail of any performance-related
fees (other than an asset-based fee) to which the Proposing
Person may be entitled as a result of any increase or
decrease in the value of shares of the Corporation or any of
its derivative securities;
any direct or indirect interest of such Proposing Person in
any contract or agreement with the Corporation, or any
affiliate or associate of the Corporation (naming such
affiliate or associate); and

a description in reasonable detail of all agreements,
arrangements and understandings, written or oral, formal or
informal (1)between or among any of the Proposing Persons
or (2)between or among any of the Proposing Persons and any
other person or entity (naming each such person or entity)
in connection with or related to the proposal of business
by a shareholder, including without limitation, (A)any
understanding, formal or informal, written or oral, that
any Proposing Person may have reached with any shareholder
of the Corporation (naming each such shareholder) with
respect to how such shareholder will vote its shares in the
Corporation at any meeting of the Corporations shareholders
or take other action in support of or related to any
business proposed, or other action to be taken, by the
Proposing Person, and (B)any agreements that would be
required to be disclosed by any Proposing Person or any
other person or entity to Item 5 or Item 6 of a Schedule
13D that would be filed to the Exchange Act and the rules
and regulations promulgated thereunder (regardless of
whether the requirement to file a Schedule 13D is
applicable to the Proposing Person or other person or
entity); and all other information relating to such
Proposing Persons that would be required to be disclosed in
a proxy statement or other filing required to be made by
any Proposing Persons in connection with the contested

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solicitation of proxies by such persons in support of the
business proposed to be brought before the shareholders
meeting to Section 14(a) and Regulation 14A under the
Exchange Act;

Further specify, as to each item of business that the
shareholder giving the Proposal Notice proposes to bring
before the annual meeting, the information required to be
provided about such proposed business, including, but not
limited to the following:
the reasons (including the text of any reasons for the
business that would be disclosed in any proxy statement or
supplement thereto to be filed with the SEC) detailing why
such shareholder or any other Proposing Person believes that
the taking of the action or actions proposed to be taken
would be in the best interests of the Corporation and its
shareholders;
the text of the proposal or business (including the text of
any resolutions proposed for consideration);
a description in reasonable detail of any interest of any
Proposing Person in such business, including any anticipated
benefit to the shareholder or any other Proposing Person
therefrom, including any interest that would be disclosed to
the Corporations shareholders in any proxy statement to be
distributed to the Corporations shareholders; and
all other information relating to such proposed business that
would be required to be disclosed in a proxy statement or
other filing required to be made by any of the Proposing
Persons in connection with the solicitation of proxies in
support of such proposed business by one or more Proposing
Persons to Section 14(a) and Regulation 14A under the
Exchange Act.
Require the Proposing Person to, from time to time, update
and supplement the information provided by such shareholder
in its Proposal Notice to include a provision that allows the
Corporation, the Board or any duly authorized committee
thereof to request the Proposing Person to provide written
verification of the information submitted by the Proposing
Person such that the information contained in the Proposal
Notice is true, correct and complete in all respects;
Require that the Proposal Notice include a representation as
to whether any Proposing Person intends to deliver a proxy
statement and form of proxy to holders of at least the
percentage of the Corporations outstanding capital stock
entitled to vote and required to approve the proposed
business described in the Proposal Notice and, if so,
identifying each such Proposing Person;

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Require that the Proposal Notice include a representation
that the shareholder or its qualified representative intends
to appear in person at the meeting to propose the actions
specified in the Proposal Notice and to vote all proxies
solicited;
Require a shareholder to specifically identify in the
Proposal Notice by way of an express reference how the
information being provided is intended to comply with a
specific advance notice requirement of the Bylaws;
Specify that a shareholder must set forth in writing directly
within the body of the Proposal Notice (as opposed to being
incorporated by reference from any other document or writing
not included with, and made a part of, the Proposal Notice)
all the information required to be included in the Proposal
Notice to the Bylaws;
Specify that a shareholder submitting the Proposal Notice, by
its delivery to the Corporation, represents and warrants that
all information contained therein is true, accurate and
complete in all respects, contains no false and misleading
statements and such shareholder acknowledges that it intends
for the Corporation and the Board to rely on such information
as (i)being true, accurate and complete in all respects,
without regard to what other information may be publicly
available but not contained in the Proposal Notice, and
(ii)not containing any false and misleading statements;
Require that, notwithstanding any notice of the annual
meeting sent to shareholders on behalf of the Corporation, a
shareholder must separately provide a Proposal Notice in
accordance with the Bylaws to conduct business at any
shareholder meeting and further clarifying that, if the
shareholders proposed business is the same or relates to
business brought by the Corporation and included in the
Corporations annual meeting notice, the shareholder is
nevertheless still required to comply with the advance notice
of business provisions of the Bylaws and give its own
separate and timely Proposal Notice to the Secretary of the
Corporation which complies in all respects with the
applicable requirements of the Bylaws; and
Provide that, in addition to the requirements contained in
the Bylaws, a Proposing Person must also comply with all
applicable requirements of the Exchange Act and New York law
with respect to any shareholder proposal and business that
may be sought to be brought before an annual meeting of
shareholders.
Provide that in no event shall any adjournment or
postponement of an annual meeting or the announcement thereof
commence a new time period for the giving of a Proposal
Notice.
Specify certain procedural matters relating to the
requirements for any director nominations to be brought
before a shareholders meeting, including, but not limited to,
the prerequisites for a shareholder to bring a proposed
director nomination before a shareholders meeting;

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Amend the provisions related to the advance notice of
proposed director nominations, including, but not limited to,
revisions to:
Specify that, to be timely, a shareholders notice of
nomination, shall be made in writing and delivered to, or
mailed and received by, the Secretary of the Corporation at
the principal office of the Corporation (i)not earlier than
the close of business on the one hundred and twentieth
(120th) calendar day and not later than the close of business
on the ninetieth (90th) calendar day prior to the Anniversary
Date, or (ii)in the case of a special meeting of shareholders
called in accordance with the Bylaws for the purpose of
electing directors, or in the event that the annual meeting
of shareholders is called for a date that is more than thirty
(30)calendar days before or more than sixty (60)calendar days
after the Anniversary Date, or if the Corporation did not
hold an annual meeting in the preceding fiscal year, notice
by the shareholder to be timely must be so delivered, or
mailed and received, not later than the later of (i)the close
of business on the ninetieth (90th) calendar day prior to
such meeting or (ii)the close of business on the tenth (10th)
calendar day following the day on which public disclosure of
the date of such meeting was first made;
Further specify the information required to be provided by
Proposing Persons in their advance notice of proposed
nominations of candidates for election to the Board (the
Nominating Notice) which includes, as to each
Proposing Person, substantially the same information about
such Proposing Person that is required to be included in a
Proposal Notice, as more fully discussed above, except that
any reference to business or proposal
therein will be deemed to refer to the nomination of
a director or directors by a shareholder which is proposed in
a Nominating Notice;
Further specify the information required to be provided in
the Nominating Notice about each person being proposed as a
nominee for election to the Board, including, but not limited
to, the following:
all information with respect to such proposed nominee that
would be required to be set forth in a Nominating Notice if
such proposed nominee was a Proposing Person;
all information relating to such proposed nominee that would
be required to be disclosed in a proxy statement or other
filing required to be made with the SEC by any Proposing
Person to Section14(a) under the Exchange Act to be made in
connection with a contested solicitation of proxies by a
Proposing Person for an election of directors in a contested
election;

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such proposed nominees executed written consent to be named
in the proxy statement of the Proposing Person as a nominee
and to serve as a director of the Corporation if elected;
to the extent that such proposed nominee has entered into
(1)any agreement, arrangement or understanding (whether
written or oral) with, or has given any commitment or
assurance to, any person or entity as to the positions that
such proposed nominee, if elected as a director of the
Corporation, would take in support of or in opposition to any
issue or question that may be presented to him or her for
consideration in his or her capacity as a director of the
Corporation, (2)any agreement, arrangement or understanding
(whether written or oral) with, or has given any commitment
or assurance to, to any person or entity as to how such
proposed nominee, if elected as a director of the
Corporation, would act or vote with respect to any issue or
question presented to him or her for consideration in his or
her capacity as a director of the Corporation, (3)any
agreement, arrangement or understanding (whether written or
oral) with any person or entity that could be reasonably
interpreted as having been both (a)entered into in
contemplation of the proposed nominee being elected as a
director of the Corporation, and (b)intended to limit or
interfere with the proposed nominees ability to comply, if
elected as a director of the Corporation, with his or her
fiduciary duties, as a director of the Corporation, to the
Corporation or its shareholders, or (4)any agreement,
arrangement or understanding (whether written or oral) with
any person or entity that could be reasonably interpreted as
having been or being intended to require such proposed
nominee to consider the interests of a person or entity
(other than the Corporation and its shareholders) in
complying with his or her fiduciary duties, as a director of
the Corporation, to the Corporation or its shareholders, a
description in reasonable detail of each such agreement,
arrangement or understanding (whether written or oral) or
commitment or assurance;
a description in reasonable detail of any and all agreements,
arrangements and/or understandings, written or oral, between
such proposed nominee and any person or entity (naming each
such person or entity) with respect to any direct or indirect
compensation, reimbursement, indemnification or other benefit
(whether monetary or non-monetary) in connection with or
related to such proposed nominees candidacy for election to
the Board and/or service on the Board if elected as a member
of the Board;
a description in reasonable detail of any and all other
agreements, arrangements and/or understandings, written or
oral, between such proposed nominee and any person or entity
(naming such person or entity) in connection with such
proposed nominees service or action as a proposed nominee
and, if elected, as a member of the Board; and

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all information that would be required to be disclosed to
Items 403 and 404 under Regulation S-K if the shareholder
giving the notice or any other Proposing Person were the
registrant for purposes of such rule and the proposed nominee
were a director or executive officer of such registrant.
Require the Proposing Person to, from time to time, update
and supplement the information provided by such Proposing
Person in its Nominating Notice and authorize the
Corporation, the Board or any duly authorized committee
thereof to request the Proposing Person or a proposed nominee
to provide written verification of the information submitted
by the Proposing Person such that the information contained
in the Nominating Notice is true, correct and complete in all
respects;
Require a shareholder to specifically identify in the
Nominating Notice by way of an express reference how the
information being provided is intended to comply with a
specific advance notice requirement of the Bylaws;
Specify that a Proposing Person must set forth in writing
directly within the body of the Nominating Notice (as opposed
to being incorporated by reference from any other document or
writing not included with, and made a part of, the Proposal
Notice) all the information required to be included in the
Nominating Notice to the Bylaws;
Provide that a Proposing Person submitting the Nominating
Notice, by its delivery to the Corporation, represents and
warrants that all information contained therein is true,
accurate and complete in all respects, contains no false and
misleading statements and such Proposing Person acknowledges
that it intends for the Corporation and the Board to rely on
such information as (i)being true, accurate and complete in
all respects, without regard to what other information may be
publicly available but not contained in the Nominating
Notice, and (ii)not containing any false and misleading
statements;
Provide that, notwithstanding any notice of shareholders
meeting sent to shareholders on behalf of the Corporation, a
Proposing Person must separately comply with the advance
notice of nominations provisions of the Bylaws to propose
director nominations at any shareholders meeting and would
still be required to give its own separate and timely
Nominating Notice to the Secretary of the Corporation which
complies in all respects with the applicable requirements of
the Bylaws;
Provide that the shareholder or a qualified representative of
such shareholder must be present in person at a shareholders
meeting and must represent that it will be present at such
meeting in order for a proposed director nomination to be
brought before the meeting.

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Provide that in the event that the number of directors to be
elected to the Board of the Corporation is increased and
there is no public disclosure naming all of the proposed
nominees for Director or specifying the size of the increased
Board made by the Corporation at least one hundred
(100)calendar days prior to the one year anniversary of the
immediately preceding years annual meeting, a Nominating
Notice required by the Bylaws shall also be considered
timely, but only with respect to proposed nominees for any
new positions created by such increase, and only with respect
to a shareholder who had, prior to such increase in the size
of the Board, previously submitted a Nominating Notice prior
to the deadline for submitting director nominations in
compliance with the Bylaws, if such Nominating Notice is
delivered to, or mailed and received by, the Secretary of the
Corporation at the principal office of the Corporation not
later than the close of business on the tenth (10th) calendar
day following the day on which such public disclosure is
first made by the Corporation; and
Provide that in no event shall any adjournment or
postponement of an annual meeting or the announcement thereof
commence a new time period for the giving of a Nominating
Notice.
Provide more detailed procedural provisions with respect to
shareholders meetings, including, but not limited to, the
organization and conduct of the meeting, meeting protocol,
the retention of inspectors of election for such meetings,
and proxies for such meetings.
Provide procedural provisions for having shareholders request
that a record date be set by the Board for determining that
the shareholders requesting that a special meeting be called
have met the requisite fifty percent (50%) stock ownership
threshold provided for in the Bylaws and requiring
informational disclosures to be included with such request
that are substantially similar to those required to be
included in a Proposal Notice or a Nominating Notice.
Provide procedures for having shareholders, who have met the
requisite fifty percent (50%) stock ownership threshold
requirement necessary to request that a special meeting of
shareholders be called, request that a special meeting be
called and requiring informational disclosures to be made
together with such request that are substantially similar to
those required to be included in a Proposal Notice or a
Nominating Notice.
Provide procedural provisions for special meetings called by
shareholders that permit the Board to not call the special
meeting under certain circumstances, including if the matter
with respect to which the special meeting sought to be called
relates to a similar or substantially similar matter intended
to be considered at an upcoming annual meeting or if the
actions proposed to be taken are not actions that
shareholders can take under New York law or under the
Corporations Certificate of Incorporation or Bylaws.

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Provide procedures for actions taken by written consent of
shareholders, including procedures for shareholders to
request that the Board set a record date for determining
shareholders entitled to take action by written consent.
Revise the section of the Bylaws regarding the
indemnification that the Corporation provides to its
directors, officers and other agents to clarify the type of
proceedings that are indemnified, the expenses that are
reimbursable, the persons who are indemnifiable, the capacity
that the person needs to be acting in to be indemnified, and
the process that needs to be followed in determining whether
indemnification is proper in a particular circumstance. In
addition, the rights granted to indemnified persons to be
advanced expenses incurred in defending a proceeding in
advance of its final disposition have also been clarified to
provide a specific time period by which the advancement needs
to be made and to provide that advancement cannot be
conditioned on ability to repay, must be unsecured and must
be interest-free and cannot be otherwise conditioned unless
New York law provides otherwise. Additional provisions have
been added to avoid duplicate payments to indemnified
persons, provide that the Corporation shall besubrogatedto
all rights of recovery of any person entitled to
indemnification and provide that the conduct of one
indemnified person will not be imputed to another.

In addition to the foregoing, there are various other clean-up
changes to the Bylaws including, but not limited to, grammatical
and other typographical corrections, formatting changes,
revisions to headings, titles and captions, and defining certain
terms and the capitalization of such defined terms.

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 December28, 2016, 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.

Item8.01 Other Events.

Deadlines for Submission of Shareholder Proposals and
Director Nominations

To be considered timely to the Bylaws, shareholder proposals
submitted outside of Rule 14a-8 of the Exchange Act and proposed
director nominations, in each case intended to be brought before
the Corporations 2017 Annual Meeting of Shareholders, must be
received by the Corporations Secretary at its principal executive
offices no earlier than February3, 2017 and no later than March5,
2017, and must be directed to the attention of the Corporations
Secretary at Financial Institutions, Inc., 220 Liberty Street,
Warsaw, New York 14569. Such advance notices of shareholder
proposals and proposed director nominations must also comply with
the advance notice of shareholder proposals and director
nomination provisions contained in Article I, Section10 and
Article II, Section12, respectively, of the Bylaws and
shareholders are urged to read the complete text of such advance
notice provisions of the Bylaws.

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In addition, in order for any shareholder proposals submitted
outside of Rule 14a-8 of the Exchange Act to
be considered timely for purposes of Rule 14a-4(c) of the
Exchange Act, the proposal must be received by the Corporations
Secretary not later than March5, 2017.

The foregoing
discussion of the Bylaws advance notice deadlines for shareholder
proposals submitted outside of Rule 14a-8 and director
nominations, and the calculation of such deadlines to 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 December28, 2016, a copy of which is attached to this
Current Report on Form 8-K as Exhibit3.1 and incorporated by
reference in this Item 8.01 in its entirety.

Item9.01 Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit

No.

Exhibit Title

3.1 Amended and Restated Bylaws of Financial Institutions, Inc.,
as adopted on December28, 2016
10.1 Form of Directors and OfficersIndemnification Agreement

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