M Change in Fiscal Year
ITEM5.03
|
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
On April18, 2017, at the Annual Reorganization Meeting of the
Board of Directors of MT Bank Corporation (MT), the Board of
Directors took action to amend Article IV of its Bylaws regarding
Officers to designate that the office of President is a
discretionary position. The text of the amendment to the Bylaws
is attached as Exhibit 3.2 to this Form 8-K and is incorporated
herein by reference.
| ITEM5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
MT Bank Corporation 2017 Annual Meeting of Shareholders
MT held its 2017 Annual Meeting of Shareholders on April18, 2017.
At the 2017 Annual Meeting, shareholders approved all of the
Board of Directors proposals which included (i)the election of
fourteen (14)directors of MT, for one-year terms and until their
successors are elected and qualified; (ii)the approval of an
annual frequency of shareholder advisory votes on the
compensation of MTs Named Executive Officers; (iii)the approval
of the compensation of MTs Named Executive Officers; and (iv)the
ratification of the appointment of PricewaterhouseCoopers LLP as
the independent registered public accounting firm of MT for the
year ending December31, 2017. The voting results for each
proposal, including the votes for and against or withheld, and
any abstentions or broker non-votes, are described below.
Abstentions and broker non-votes (if applicable) were counted for
purposes of determining whether a quorum was present, but were
not treated as votes cast. Therefore, abstentions and broker
non-votes (if applicable) did not have the effect of a vote for
or against such proposal and were not counted in determining the
number of votes required for approval.
The information in this Item is furnished to, but not filed with,
theSecuritiesand Exchange Commission solely under Item 5.07 of
Form 8-K, Submissionof Matters to aVoteofSecurityHolders. The
following table reflects the tabulation of the final votes with
respect to each director who was elected at MTs 2017 Annual
Meeting (Proposal 1):
| NOMINEES: | FOR | WITHHELD |
BROKER NON-VOTE |
|||
|
Brent D. Baird |
122,402,945 | 9,034,372 | 11,072,711 | |||
|
C. Angela Bontempo |
122,823,843 | 8,613,474 | 11,072,711 | |||
|
Robert T. Brady |
122,650,724 | 8,786,593 | 11,072,711 | |||
|
T. Jefferson Cunningham III |
128,702,447 | 2,734,870 | 11,072,711 | |||
|
Gary N. Geisel |
130,553,773 | 883,544 | 11,072,711 | |||
|
Richard A. Grossi |
131,012,393 | 424,925 | 11,072,711 | |||
|
John D. Hawke, Jr. |
130,200,508 | 1,236,809 | 11,072,711 | |||
|
Newton P.S. Merrill |
130,922,992 | 514,326 | 11,072,711 |
|
Melinda R. Rich |
119,555,064 | 11,882,254 | 11,072,711 | |||
|
Robert E. Sadler, Jr. |
127,715,313 | 3,722,005 | 11,072,711 | |||
|
Denis J. Salamone |
130,221,543 | 1,215,775 | 11,072,711 | |||
|
David S. Scharfstein |
131,033,242 | 404,076 | 11,072,711 | |||
|
Herbert L. Washington |
123,391,914 | 8,045,404 | 11,072,711 | |||
|
Robert G. Wilmers |
129,108,069 | 2,329,248 | 11,072,711 |
The following table reflects the tabulation of the votes with
respect to the approval of the frequency of future advisory votes
on the compensation of MTs Names Executive Officers (Proposal 2):
|
1YEAR |
2 YEARS |
3 YEARS |
ABSTAIN |
BROKERNON- VOTE |
||||
| 120,869,506 | 871,566 | 9,117,475 | 578,023 | 11,072,711 |
The following table reflects the tabulation of the votes with
respect to the approval of the compensation of MTs Named
Executive Officers (Proposal 3):
|
FOR |
AGAINST |
ABSTAIN |
BROKERNON- VOTE |
|||
| 128,687,263 | 1,941,916 | 808,000 | 11,072,711 |
The following table reflects the tabulation of the votes with
respect to the ratification of the appointment of
PricewaterhouseCoopers LLP as the independent registered public
accounting firm of MT for the year ending December31, 2017
(Proposal 4):
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE |
|||
| 141,312,377 | 928,068 | 269,583 | * |
* Not applicable
| ITEM9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d)Exhibits.
|
ExhibitNo. |
Exhibit Description |
|
| 3.2 |
Amendment to MT Bank Corporations Amended and Restated Bylaws, dated April18, 2017. |
About M&T BANK CORPORATION (NYSE:MTB)
M&T Bank Corporation (M&T) is a bank holding company. The Company, through its subsidiaries, M&T Bank and Wilmington Trust, National Association (Wilmington Trust, N.A.), offer a range of retail and commercial banking, trust and wealth management, and investment services to their customers. M&T’s segments include Business Banking, Commercial Banking, Commercial Real Estate, Discretionary Portfolio, Residential Mortgage Banking and Retail Banking. The Business Banking segment provides a range of services to small businesses and professionals. The Commercial Real Estate segment provides credit and deposit services to its customers. The Discretionary Portfolio segment includes investment and trading account securities; residential real estate loans and other assets, and Cayman Islands office deposits. The Residential Mortgage Banking segment primarily originates and services residential mortgage loans. The Retail Banking segment offers a range of retail banking services to consumers. M&T BANK CORPORATION (NYSE:MTB) Recent Trading Information
M&T BANK CORPORATION (NYSE:MTB) closed its last trading session up +2.80 at 154.28 with 802,204 shares trading hands.
