DEFA14A

DEFA14A 1 d858212ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☑		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

M&T BANK CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☑		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


		YOUR VOTE IS IMPORTANT All votes must be received before the closing of voting at the meeting. However, votes by participants in the M&T Bank Corporation Retirement Savings Plan must be received by 11:00 a.m. Eastern Time on April 17, 2026.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Important Notice Regarding the Availability of Proxy Materials for the M&T Bank Corporation 2026 Annual Meeting of Shareholders to Be Held on April 21, 2026
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement, Message to Shareholders and Form 10-K are available at envisionreports.com/MTB. Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the Annual Meeting are available on the Internet. The items to be voted on and location of the meeting are on the reverse side. If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request by using one of the methods listed on the reverse side of this communication at least 10 days prior to the Annual Meeting to facilitate timely delivery.



	To attend the virtual meeting, you must have the login details in the white circle located above.	ATTEND the meeting on April 21, 2026 at 11:00 a.m. Eastern Time.

	2 N O T
048OVD

MEETING DETAILS

The 2026 Annual Meeting of Shareholders of M&T Bank Corporation will be held on April 21, 2026 at 11:00 a.m. Eastern Time virtually at meetnow.global/MVLYTF9.

Proposals to be voted on at the meeting are listed below, along with the Board of Directors’ recommendations.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE DIRECTOR NOMINEES LISTED:

1.	TO ELECT 12 DIRECTORS FOR ONE-YEAR TERMS AND UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED:


01 - John P. Barnes	02 - Carlton J. Charles	03 - Jane Chwick	04 - William F. Cruger, Jr.
05 - Leslie V. Godridge	06 - René F. Jones	07 - Richard H. Ledgett, Jr.	08 - Melinda R. Rich
09 - Denis J. Salamone	10 - Rudina Seseri	11 - Kirk W. Walters	12 - Herbert L. Washington

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 2, 3 AND 4:

2.	TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE 2025 COMPENSATION OF M&T BANK CORPORATION’S NAMED EXECUTIVE OFFICERS.

3.	TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE M&T BANK CORPORATION 2019 EQUITY INCENTIVE COMPENSATION PLAN.

4.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2026.

PLEASE NOTE: YOU CANNOT VOTE BY RETURNING THIS NOTICE

To vote shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please refer to the proxy statement for instructions.

ORDER PROXY MATERIALS

Please make your proxy materials request by using one of the methods listed below. You will need the number located in the box on the reverse side.

REQUEST VIA:

Internet

Visit envisionreports.com/MTB

Phone

Call 1-866-641-4276

Email

Send an email to investorvote@computershare.com and include:

•

“Proxy Materials M&T Bank Corporation” in the subject line

•

Your full name and address

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The number located in the box on the reverse side

•

Statement that you want a paper copy of the meeting materials

PLEASE REVIEW THE ANNUAL MEETING MATERIALS

The Proxy Statement, Message to Shareholders and Form 10-K are available at envisionreports.com/MTB.

SEC Form DEFA14A filed by M&T Bank Corporation