Shareholder Vote

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): April 15, 2025 ___________________________________ M&T BANK CORPORATION (Exact name of registrant as specified in its charter) ___________________________________ New York (State or other jurisdiction of incorporation) 1-9861 (Commission File Number) 16-0968385 (I.R.S. Employer Identification Number) One M&T Plaza , Buffalo , New York 14203 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 716 ) 635-4000 ___________________________________ 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 (see General Instructions A.2. below): ☐ 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 Symbols Name of Each Exchange on Which Registered Common Stock, $.50 par value MTB New York Stock Exchange Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H MTBPrH New York Stock Exchange Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series J MTBPrJ New York Stock Exchange 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. M&T Bank Corporation 2025 Annual Meeting of Shareholders M&T Bank Corporation (“M&T”) held its 2025 Annual Meeting of Shareholders on April 15, 2025 (the “Annual Meeting”). At the Annual Meeting, shareholders approved all of the Board of Directors’ proposals, which included: (i) the election of fourteen (14) directors of M&T, for one-year terms and until their successors have been elected and qualified; (ii) the approval of the 2024 compensation of M&T’s Named Executive Officers; and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2025. Each of the proposals is described in more detail in M&T's 2025 Proxy Statement, which was filed with the Securities and Exchange Commission on March 4, 2025. The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are presented below. Abstentions and broker non-votes (if applicable) were counted for purposes of determining whether a quorum was present but were not treated as votes cast. Therefore, abstentions and broker non-votes (if applicable) did not have the effect of a vote for or against such proposal and were not counted in determining the number of votes required for approval. The following table reflects the tabulation of the final votes with respect to each director who was elected at the Annual Meeting (Proposal 1): Nominee For Against Abstain Broker Non-Votes John P. Barnes 131,111,593 2,768,709 345,860 14,182,993 Carlton J. Charles 128,641,181 5,142,311 442,670 14,182,993 Jane Chwick 132,432,901 1,419,619 373,643 14,182,993 William F. Cruger, Jr. 131,649,477 2,194,940 381,745 14,182,993 Gary N. Geisel 129,465,056 4,414,805 346,302 14,182,993 Leslie V. Godridge 133,430,068 392,780 403,314 14,182,993 René F. Jones 126,164,035 7,457,450 604,677 14,182,993 Richard H. Ledgett, Jr. 133,249,006 576,882 400,274 14,182,993 Melinda R. Rich 126,989,477 6,963,188 273,497 14,182,993 Robert E. Sadler, Jr. 129,672,675 4,180,471 373,016 14,182,993 Denis J. Salamone 132,769,824 1,082,679 373,659 14,182,993 Rudina Seseri 133,404,509 445,639 376,014 14,182,993 Kirk W. Walters 131,192,496 2,752,241 281,425 14,182,993 Herbert L. Washington 129,402,406 4,447,704 376,052 14,182,993 The following table reflects the tabulation of the final votes with respect to the approval of the 2024 compensation of M&T’s Named Executive Officers (Proposal 2): For Against Abstain Broker Non-Votes 126,400,291 7,366,862 459,009 14,182,993 The following table reflects the tabulation of the final votes with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2025 (Proposal 3): For Against Abstain Broker Non-Votes 142,321,976 5,817,644 269,535 Not Applicable SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. M&T BANK CORPORATION Date: April 17, 2025 By: /s/ Marie King Marie King Executive Vice President and Corporate Secretary