Tompkins Financial Corporation (NYSEMKT:TMP) Files An 8-K Submission of Matters to a Vote of Security Holders

Tompkins Financial Corporation (NYSEMKT:TMP) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item 5.07Submission of Matters to a Vote of Security Holders

(a) On Monday, May 8, 2017 Tompkins Financial Corporation (the
Company) held its 2017 Annual Meeting of Shareholders (the
Annual Meeting). As of the close of business March 10, 2017,
the record date for the meeting, 15,255,611 shares of the
Company’s common stock were issued and outstanding, of which
12,326,544 were represented at the Annual Meeting in person
or by proxy, and this amount represented a quorum.
(b) Shareholders voted on the following matters at the Annual
Meeting:
(1) Shareholders elected twelve (12) director nominees for terms
expiring at the 2018 Annual Meeting;
(2) Shareholders approved, on a non-binding advisory basis, the
compensation paid to the Companys named executive officers
(the Say on Pay vote);
(3) Shareholders approved, on a non-binding, advisory basis, the
option of EVERY YEAR as the preferred voting frequency for
future Say on Pay votes; and
(4) Shareholders ratified the appointment of the independent
registered public accounting firm, KPMG LLP, as the Companys
independent auditor for the fiscal year ending December 31,
2017.

Set forth below are the shareholder voting results with respect
to each matter:

Proposal No. 1 Election of Directors

The individuals named below were elected at the Annual Meeting as
members of the Board of Directors, to serve for a term of one
year expiring at the 2018 Annual Meeting.

Director Number of Shares Voted For Shares Withheld/Abstaining Broker Non-Votes
John E. Alexander 10,010,322 81,165 2,235,057
Paul J. Battaglia 10,043,986 47,501 2,235,057
Daniel J. Fessenden 10,041,895 49,592 2,235,057
James W. Fulmer 10,030,612 60,875 2,235,057
Susan A. Henry 10,023,239 68,248 2,235,057
Patricia A. Johnson 10,039,078 52,409 2,235,057
Frank C. Milewski 10,042,444 49,044 2,235,057
Thomas R. Rochon 9,997,748 93,739 2,235,057
Stephen S. Romaine 10,035,864 55,624 2,235,057
Michael H. Spain 10,019,876 71,612 2,235,057
Alfred J. Weber 10,020,922 70,565 2,235,057
Craig Yunker 10,001,422 90,066 2,235,057

Proposal No. 2 Advisory vote to approve the
compensation paid to the Companys Named Executive
Officers.

The compensation paid to the Companys Named Executive Officers
was approved by the following vote:

Number of Shares Voted For Number of Shares Voted Against Number of Shares Abstaining Broker Non-Votes
9,609,860 367,715 113,912 2,235,057

Proposal No. 3 Advisory vote on the frequency of
future advisory votes to approve the compensation paid to the
Companys Named Executive Officers.

The option of EVERY YEAR was approved as the preferred voting
frequency for future Say on Pay votes by the following vote:

Number of

Shares Voted For

Every Three Years

Number of

Shares Voted For

Every Two Years

Number of

Shares Voted For

Every One Year

Number of Shares

Abstaining

1,902,643 1,079,664 6,868,746 240,434

Proposal No. 4 Ratification of the Appointment of KPMG
LLP as Independent Auditors of the Company for 2017

The Audit Committees appointment of KPMG LLP as the Companys
independent registered public accounting firm for the year ending
December 31, 2017 was ratified by the following vote:

Number of

Shares Voted For

Number of

Shares Voted Against

Number of

Shares Abstaining

Broker

Non-Votes

12,131,679 118,991 75,875

(d) Consistent with its recommendation and the shareholder vote,
the Companys Board of Directors has determined that it will hold
a Say on Pay vote every year, until the next shareholder vote on
Say on Pay frequency.


About Tompkins Financial Corporation (NYSEMKT:TMP)

Tompkins Financial Corporation (Tompkins) is a financial holding company. The Company is a community-based financial services company that offers an array of products and services, including commercial and consumer banking, leasing, trust and investment management, financial planning and wealth management, insurance, and brokerage services. The Company operates in three business segments: banking, insurance and wealth management. As of December 31, 2016, its subsidiaries included four banking subsidiaries, Tompkins Trust Company (the Trust Company), The Bank of Castile (DBA Tompkins Bank of Castile), Mahopac Bank (DBA Tompkins Mahopac Bank), VIST Bank (DBA Tompkins VIST Bank), and an insurance agency subsidiary, Tompkins Insurance Agencies, Inc. (Tompkins Insurance). It provides property and casualty insurance services and employee benefits consulting through Tompkins Insurance Agencies, Inc. The wealth management segment is organized under the Tompkins Financial Advisors brand.

Tompkins Financial Corporation (NYSEMKT:TMP) Recent Trading Information

Tompkins Financial Corporation (NYSEMKT:TMP) closed its last trading session down -0.50 at 82.50 with 33,302 shares trading hands.

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