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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): March 27, 2024

 

 

Financial Institutions, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

New York

0-26481

16-0816610

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

220 Liberty Street

 

Warsaw, New York

 

14569

(Address of Principal Executive Offices)

 

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.01 per share

 

FISI

 

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

On March 27, 2024, Financial Institutions, Inc. (the “Company”) appointed Sandra L. Byers, Senior Vice President, Controller, as Principal Accounting Officer. Ms. Byers, age 56, was appointed Controller upon the previously announced retirement of Sonia M. Dumbleton, after serving as Deputy Controller since October 2, 2023.

Prior to joining the Company as Assistant Controller in May 2021, Ms. Byers held consulting positions with Robert Half and Kei Advisors, LLC. From 2016 to 2019, she served as Finance and Treasury Manager with global manufacturer Hardinge, Inc. Ms. Byers also spent 12 years in the banking industry, including with First Niagara Financial Group, HSBC Bank USA, Inc. and M&T Bank Corporation, where she began her career in 2000. Ms. Byers earned her Bachelor’s of Science in Accounting from The State University of New York at Buffalo.

Ms. Byers has no family relationships with any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosure pursuant to Item 404(a) of Regulation S-K.

Ms. Byers has not entered into any material plan, contract, arrangement in connection with her appointment as Principal Accounting Officer. Ms. Byers will not receive any grant or award as a result of her appointment.


 

 

 


SIGNATURES

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.

 

 

 

Financial Institutions, Inc.

 

 

 

 

Date:

March 27, 2024

By:

/s/ Samuel J. Burruano, Jr.

 

 

 

Samuel J. Burruano, Jr.
Executive Vice President, Chief Legal Officer
     and Corporate Secretary