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 16, 2024     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 2024 Annual Meeting of Shareholders M&T Bank Corporation (“M&T”) held its 2024 Annual Meeting of Shareholders on April 16, 2024 (the “Annual Meeting”). At the Annual Meeting, shareholders approved all of the Board of Directors’ proposals, which included: (i) the election of sixteen (16) directors of M&T, for one-year terms and until their successors are elected and qualified; (ii) the approval of the 2023 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, 2024. 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    131,846,665     3,389,928    399,012    15,132,722 Robert T. Brady    117,523,449    17,593,905    518,252    15,132,722 Carlton J. Charles    130,555,451     4,642,699    437,456    15,132,722 Jane Chwick    132,571,243     2,667,285    397,077    15,132,722 William F. Cruger, Jr.    133,786,217     1,431,617    417,772    15,132,722 T. Jefferson Cunningham III    130,856,154     4,332,365    447,086    15,132,722 Gary N. Geisel    130,133,781     5,116,080    385,745    15,132,722 Leslie V. Godridge    134,573,087       648,571    413,948    15,132,722 René F. Jones    128,327,001     6,890,888    417,718    15,132,722 Richard H. Ledgett, Jr.    134,088,319     1,138,622    408,664    15,132,722 Melinda R. Rich    131,978,691     3,282,554    374,362    15,132,722 Robert E. Sadler, Jr.    131,614,615     3,628,784    392,208    15,132,722 Denis J. Salamone    133,591,954     1,639,617    404,023    15,132,722 Rudina Seseri    134,497,436       680,536    457,634    15,132,722 Kirk W. Walters    131,907,464     3,315,305    412,837    15,132,722 Herbert L. Washington    130,909,867     4,343,361    382,378    15,132,722 John R. Scannell was not a nominee for director at the Annual Meeting, and his term as a director ended at the Annual Meeting.   2 The following table reflects the tabulation of the final votes with respect to the approval of the 2023 compensation of M&T’s Named Executive Officers (Proposal 2):   For   Against   Abstain   Broker Non-Votes 126,792,136   8,142,575   700,393   15,132,722 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, 2024 (Proposal 3):   For   Against   Abstain   Broker Non-Votes 144,695,383   5,824,756   248,189   Not Applicable   Item 8.01 Other Events. Board Election of Lead Independent Director and Board Committee Memberships At a meeting of M&T’s Board of Directors (the “Board”) on April 16, 2024 held after the Annual Meeting, the Board elected Gary N. Geisel as non-executive Vice Chairman of the Board and lead independent director. The Board also reappointed membership of its 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 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) Jane Chwick William F. Cruger, Jr. T. Jefferson Cunningham III Herbert L. Washington    William F. Cruger, Jr. (Chair) Gary N. Geisel Rudina Seseri Herbert L. Washington Executive Committee    Nomination and Governance Committee Robert E. Sadler, Jr. (Chair) Robert T. Brady Gary N. Geisel René F. Jones Melinda R. Rich    Melinda R. Rich (Chair) Robert T. Brady Carlton J. Charles Risk Committee    Robert E. Sadler, Jr. (Chair) John P. Barnes Carlton J. Charles Leslie V. Godridge Richard H. Ledgett, Jr. Kirk W. Walters        3 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 18, 2024     By:   /s/ Marie King       Name: Marie King       Title:  Senior Vice President and Corporate Secretary   4