M Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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M Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) and (e) Compensatory Arrangements of Certain Officers

M&T Bank Corporation (“M&T”) previously reported that, effective December20, 2017, the Board of Directors appointed René F. Jones to the position of Chief Executive Officer and elected him as Chairman of the Board. Mr.Jones was also appointed as Chief Executive Officer of M&T Bank, M&T’s principal banking subsidiary, and elected him Chairman of the Board. Further, effective December20, 2017, M&T’s Board of Directors appointed Richard S. Gold to the positions of President and Chief Operating Officer and elected him to the Board of Directors. Mr.Gold was also appointed as President and Chief Operating Officer of M&T Bank and he was elected to the Board of Directors. The public announcement was made by means of a news release on December20, 2017.

In connection with Mr.Jones’ appointment as Chief Executive Officer of M&T and M&T Bank, the Board established his 2018 base cash salary at $900,000 and awarded him $1,100,000 in cash bonus for 2017 performance, as well as granted him $2,500,000 in equity, including $1,875,000 in performance-based restricted stock units and $625,000 in stock options, for a total compensation package of $4,500,000.

In connection with Mr.Gold’s appointment as President and Chief Operating Officer of M&T and M&T Bank, the Board established his 2018 base cash salary at $745,000 and awarded him $755,000 in cash bonus for 2017 performance, as well as granted him $1,500,000 in equity, including $1,125,000 in performance-based restricted stock units and $375,000 in stock options, for a total compensation package of $3,000,000.

The performance-based restricted stock units will vest over a three year period in equal installments, subject to meeting established performance criteria. The stock options will vest over a three year period in equal installments.

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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.