Executive Change · 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 18, 2023     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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously announced by M&T Bank Corporation (“M&T”) in a Form 8-K dated June 16, 2022, Richard S. Gold retired as M&T’s president and chief operating officer, effective April 18, 2023. Mr. Gold continues to serve on the Board of Directors of M&T’s principal subsidiary, M&T Bank. Also as previously announced in M&T’s Form 8-K dated December 14, 2022, Daryl Bible will join M&T as Chief Financial Officer (“CFO”) in the second quarter of 2023. The effective date of Mr. Bible’s appointment is expected to be June 1, 2023, at which time Darren King, M&T’s current CFO, will assume an expanded set of responsibilities to include oversight of a portfolio of businesses, including retail and business banking, mortgage, and consumer lending.   Item 5.07 Submission of Matters to a Vote of Security Holders. M&T Bank Corporation 2023 Annual Meeting of Shareholders M&T held its 2023 Annual Meeting of Shareholders on April 18, 2023 (the “Annual Meeting”). At the 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 2022 compensation of M&T’s Named Executive Officers; (iii) the approval to hold future advisory votes on the compensation of M&T’s Named Executive Officers annually; (iv) the approval of the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan; and (v) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2023. 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.   2 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    131,028,327      3,583,774      247,912    15,127,817 Robert T. Brady    116,740,150      17,787,506      332,357    15,127,817 Carlton J. Charles    133,116,553      1,412,564      330,896    15,127,817 Jane Chwick    132,934,212      1,595,630      330,170    15,127,817 William F. Cruger, Jr.    133,121,328      1,412,775      325,911    15,127,817 T. Jefferson Cunningham III    130,159,234      4,359,368      341,411    15,127,817 Gary N. Geisel    128,678,443      5,840,036      341,534    15,127,817 Leslie V. Godridge    133,679,368      857,288      323,357    15,127,817 René F. Jones    127,319,172      6,789,857      750,984    15,127,817 Richard H. Ledgett, Jr.    133,538,772      987,015      334,226    15,127,817 Melinda R. Rich    130,644,594      3,910,392      305,028    15,127,817 Robert E. Sadler, Jr.    130,734,783      3,809,105      316,125    15,127,817 Denis J. Salamone    131,556,747      2,958,331      344,935    15,127,817 John R. Scannell    128,893,964      5,621,292      344,757    15,127,817 Rudina Seseri    133,665,693      846,638      347,683    15,127,817 Kirk W. Walters    131,097,085      3,499,228      263,701    15,127,817 Herbert L. Washington    129,750,910      4,760,265      348,838    15,127,817 The following table reflects the tabulation of the final votes with respect to the approval of the 2022 compensation of M&T’s Named Executive Officers (Proposal 2):   For   Against   Abstain   Broker Non-Votes 125,262,973   8,866,177   731,354   15,127,817 The following table reflects the tabulation of the final votes with respect to the proposal on the frequency of holding future advisory votes on the compensation of M&T’s Named Executive Officers (Proposal 3). M&T’s Board of Directors (the “Board”) unanimously recommended that the advisory vote on the compensation of M&T’s Named Executive Officers occur annually as a corporate governance best practice, and M&T will include such a shareholder vote every year in its proxy materials until at least the next required vote on the frequency of such votes.   Every One Year   Every Two Years   Every Three Years   Abstain   Broker Non-Votes 131,434,233   340,782   2,704,183   379,825   15,127,817   3 The following table reflects the tabulation of the final votes with respect to approval of the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (Proposal 4):   For   Against   Abstain   Broker Non-Votes 128,486,800   5,811,576   562,128   15,127,817 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, 2023 (Proposal 5):   For   Against   Abstain   Broker Non-Votes 143,295,182   6,427,295   265,844   Not Applicable   Item 8.01 Other Events. Board Committee Membership. At a meeting of the Board held after the Annual Meeting on April 18, 2023, the Board reappointed its committee membership 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. Each committee is governed by a written charter approved by the Board, and the charters are available on M&T’s website at ir.mtb.com/corporate-governance . 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   Executive Committee    Nomination and Governance Committee Robert E. Sadler, Jr. (Chair) Robert T. Brady Gary N. Geisel René F. Jones Melinda R. Rich    Robert T. Brady (Chair) Carlton J. Charles 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 20, 2023     By:   /s/ Marie King       Name: Marie King       Title:   Senior Vice President and Corporate Secretary   5