Shareholder Vote · Company Update

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 25, 2022     M&T BANK CORPORATION (Exact name of registrant as specified in its charter)     New York (State or other jurisdiction of incorporation)   1-9861   16-0968385 (Commission File Number)   (I.R.S. Employer Identification No.)   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 (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 (see General Instruction 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 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 2022 Annual Meeting of Shareholders M&T Bank Corporation (“M&T”) held its 2022 Annual Meeting of Shareholders on April 25, 2022. At the 2022 Annual Meeting, shareholders approved all of the Board of Directors’ proposals, which included: (i) the election of seventeen (17) directors of M&T, for one-year terms and until their successors are elected and qualified; (ii) the approval of the 2021 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, 2022. The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are described 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 M&T’s 2022 Annual Meeting (Proposal 1):   Nominee    For      Against      Abstain    Broker Non-Votes John P. Barnes      105,306,104        2,513,587      190,396    9,688,305 Robert T. Brady      102,096,667        5,684,423      228,997    9,688,305 Calvin G. Butler, Jr.      103,877,170        3,954,387      178,530    9,688,305 Jane Chwick      106,996,903        819,905      193,279    9,688,305 William F. Cruger, Jr.      107,292,896        505,245      211,946    9,688,305 T. Jefferson Cunningham III      104,734,878        3,055,329      219,881    9,688,305 Gary N. Geisel      99,295,287        8,136,310      578,491    9,688,305 Leslie V. Godridge      107,202,344        625,192      182,552    9,688,305 René F. Jones      103,431,975        3,948,526      629,586    9,688,305 Richard H. Ledgett, Jr.      107,175,180        648,537      186,371    9,688,305 Melinda R. Rich      103,812,730        3,961,325      235,611    9,688,305 Robert E. Sadler, Jr.      104,773,051        3,014,680      222,356    9,688,305 Denis J. Salamone      105,386,138        2,450,737      173,212    9,688,305 John R. Scannell      55,423,154        52,390,628      196,306    9,688,305 Rudina Seseri      107,186,635        640,323      183,129    9,688,305 Kirk W. Walters      105,254,617        2,540,972      214,498    9,688,305 Herbert L. Washington      104,784,002        3,060,791      165,294    9,688,305   2 The following table reflects the tabulation of the final votes with respect to the approval of the 2021 compensation of M&T’s Named Executive Officers (Proposal 2):   For   Against   Abstain   Broker Non-Votes 102,727,818   4,837,773   444,496   9,688,305 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, 2022 (Proposal 3):   For   Against   Abstain   Broker Non-Votes 111,393,145   6,183,203   122,044   Not Applicable   Item 8.01 Other Events. M&T Board of Directors Committee Structure and Membership At a meeting of M&T’s Board of Directors (the “Board”) held on April 19, 2022, the Board updated its committee structure and designated its committee membership, as set forth below, with such changes effective on April 25, 2022. The Board approved the formation of two new committees, which replace the Nomination, Compensation and Governance Committee (the “NCG Committee”): the Compensation and Human Capital Committee and the Nomination and Governance Committee. These changes were made to allow the Board to enhance the effectiveness of its oversight of many important areas that have continued to grow in significance to M&T but have previously been within the purview of one only committee, the NCG Committee. The Compensation and Human Capital Committee will provide oversight of executive compensation functions and succession planning, as well as review M&T’s human capital strategies and diversity, equity and inclusion efforts, among other responsibilities. The Nomination and Governance Committee will assist the Board in identifying qualified and experienced directors, oversee corporate governance issues and review M&T’s Environmental, Social and Governance (ESG) strategies and policies, among other responsibilities. The charters for both committees, along with other committee charters, are available on M&T’s website at https://ir.mtb.com/corporate-governance.     The Board designated the membership of the Board’s standing committees as set forth below. Each of the Audit Committee, Compensation and Human Capital Committee, Nomination and Governance Committee, and Risk Committee is comprised solely of directors who are independent under the standards established by the New York Stock Exchange and Securities and Exchange Commission (“SEC”) and who meet other qualification requirements applicable to such committees as determined by the Board.     Board Committee Membership   Audit Committee    Compensation and Human Capital Committee Denis J. Salamone* (Chair) William F. Cruger, Jr.* T. Jefferson Cunningham III Herbert L. Washington    Gary N. Geisel (Chair) Melinda R. Rich Herbert L. Washington * “Audit committee financial expert” under Item 407(d) of Regulation S-K of the SEC      3 Executive Committee    Nomination and Governance Committee Robert E. Sadler, Jr. (Chair) Robert T. Brady Gary N. Geisel René F. Jones    Robert T. Brady (Chair) Calvin G. Butler, Jr. John R. Scannell Risk Committee    Robert E. Sadler, Jr.† (Chair) John P. Barnes† Jane Chwick† Leslie V. Godridge† Richard H. Ledgett, Jr.    † “Risk management expert” under Regulation YY of the Board of Governors of the Federal Reserve System      4 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 hereunto duly authorized.       M&T BANK CORPORATION Date: April 29, 2022     By:   /s/ Marie King       Name:   Marie King       Title:     Senior Vice President and Corporate Secretary   5