Financial Institutions Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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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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.
Financial Institutions, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 5, 2024. At the Annual Meeting, shareholders considered four proposals as described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 12, 2024 (“2024 Proxy”). As of April 10, 2024, the record date, there were 15,446,949 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting.
The final results of the voting on the matters submitted to shareholders at the Annual Meeting are set forth below.
Proposal 1. Election of Directors. Shareholders elected Dawn H. Burlew, Robert N. Latella, Mauricio F. Riveros, and Mark A. Zupan to serve as directors until the Company’s 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.
DIRECTOR NOMINEE |
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FOR |
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WITHHELD |
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BROKER NON-VOTES |
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Dawn H. Burlew |
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10,451,207 |
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756,791 |
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2,531,289 |
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Robert N. Latella |
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9,045,955 |
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2,162,043 |
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2,531,289 |
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Mauricio F. Riveros |
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10,450,996 |
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757,002 |
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2,531,289 |
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Mark A. Zupan |
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10,445,690 |
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762,308 |
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2,531,289 |
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Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers. Shareholders approved an advisory (non-binding) vote on the compensation of the Company’s named executive officers (“Say-on-Pay”) as described in the 2024 Proxy.
FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
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9,833,475 |
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1,274,484 |
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100,039 |
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2,531,289 |
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Proposal 3 - Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers. Shareholders approved, on an advisory (non-binding) basis, the frequency of future advisory votes for Say-on-Pay to be every year. Based on the results set forth below, the Board of Directors of the Company has determined that future shareholder advisory votes on the compensation of the Company’s named executive officers will occur every year until the next required vote of the frequency of shareholder votes on the compensation of named executive officers.
1 YEAR |
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2 YEARS |
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3 YEARS |
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ABSTAIN |
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BROKER NON-VOTES |
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9,695,380 |
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370,029 |
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1,124,730 |
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17,859 |
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2,531,289 |
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Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
FOR |
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AGAINST |
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ABSTAIN |
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13,563,958 |
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162,215 |
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13,114 |
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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.
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Financial Institutions, Inc. |
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Date: |
June 6, 2024 |
By: |
/s/ Samuel J. Burruano, Jr. |
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Samuel J. Burruano, Jr. |