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