UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2023 |
Financial Institutions, Inc.
(Exact name of Registrant as Specified in Its Charter)
New York |
0-26481 |
16-0816610 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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220 Liberty Street |
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Warsaw, New York |
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14569 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 585 786-1100 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common stock, par value $0.01 per share |
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FISI |
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Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 21, 2023. At the Annual Meeting, the holders of the Company’s common stock entitled to vote at the meeting (1) elected Donald K. Boswell, Andrew W. Dorn, Jr., Robert M. Glaser, and Susan R. Holliday to serve as directors until the Company’s 2026 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, and Bruce W. Harting to serve as a director until the Company’s 2025 Annual Meeting of Shareholders and until his respective successor is duly elected and qualified (“Proposal 1”); (2) approved the non-binding, advisory vote on compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2022, as described in the “Compensation Discussion and Analysis” executive compensation tables and narrative disclosures in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 27, 2023 (“Proposal 2”); and ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Proposal 3”).
The certified voting results were as follows:
Proposal 1 - Election of Directors
Donald K. Boswell
FOR: 10,372,288
WITHHELD: 1,109,076
BROKER NON-VOTES: 2,311,620
Andrew W. Dorn, Jr
FOR: 11,081,775
WITHHELD: 399,589
BROKER NON-VOTES: 2,311,620
Robert M. Glaser
FOR: 11,081,517
WITHHELD: 399,847
BROKER NON-VOTES: 2,311,620
Bruce W. Harting
FOR: 11,102,764
WITHHELD: 378,600
BROKER NON-VOTES: 2,311,620
Susan R. Holliday
FOR: 10,872,877
WITHHELD: 608,487
BROKER NON-VOTES: 2,311,620
Proposal 2 - Advisory Vote on Executive Compensation
FOR: 10,522,344
AGAINST: 784,969
ABSTAIN: 174,051
BROKER NON-VOTES: 2,311,620
Proposal 3 - Ratification of Independent Registered Public Accounting Firm Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FOR: 13,507,981
AGAINST: 282,394
ABSTAIN: 2,609
SIGNATURES
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Financial Institutions, Inc. |
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Date: |
June 22, 2023 |
By: |
/s/ Samuel J. Burruano, Jr. |
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Samuel J. Burruano, Jr. |