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MTB > SEC Filings for MTB > Form 8-K on 17-Apr-2013All Recent SEC Filings

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Form 8-K for M&T BANK CORP


17-Apr-2013

Submission of Matters to a Vote of Security Holders


ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

2013 Annual Meeting of Shareholders

The 2013 Annual Meeting of Shareholders of M&T Bank Corporation ("M&T") was held on April 16, 2013. At the 2013 Annual Meeting, shareholders approved all of management's proposals which included (i) the election of fifteen
(15) directors, all of whom were then serving as directors of M&T, for terms of one (1) year and until their successors are elected and qualified; (ii) the approval of the M&T Bank Corporation Employee Stock Purchase Plan, (iii) the approval of the compensation of M&T's Named Executive Officers; (iv) the approval of a recommendation of an annual frequency for future advisory votes on the compensation of M&T's Named Executive Officers; 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, 2013. 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 votes with respect to each director who was elected at the 2013 Annual Meeting:

                                                    Number of Votes
    Nominee                            For            Withheld        Broker Non-Vote
    Brent D. Baird                  102,713,062        2,009,961            10,169,580
    C. Angela Bontempo              104,006,305          716,718            10,169,580
    Robert T. Brady                  97,901,728        6,821,295            10,169,580
    T. Jefferson Cunningham III     104,249,244          473,779            10,169,580
    Mark J. Czarnecki               103,823,923          899,100            10,169,580
    Gary N. Geisel                   85,632,239       19,090,784            10,169,580
    John D. Hawke, Jr.              104,385,806          337,217            10,169,580
    Patrick W.E. Hodgson            104,047,415          675,608            10,169,580
    Richard G. King                  98,019,451        6,703,572            10,169,580
    Jorge G. Pereira                104,039,696          683,327            10,169,580
    Michael P. Pinto                103,826,264          896,759            10,169,580
    Melinda R. Rich                 104,461,238          261,785            10,169,580
    Robert E. Sadler, Jr.           103,733,557          989,466            10,169,580
    Herbert L. Washington           104,048,139          674,884            10,169,580
    Robert G. Wilmers               103,686,677        1,036,346            10,169,580

The following table reflects the tabulation of the votes with respect to the approval of the M&T Bank Corporation Employee Stock Purchase Plan:

Number of Votes For Against Abstain Broker Non-Vote 103,806,218 757,183 159,617 10,169,585


The following table reflects the tabulation of the votes with respect to the approval of the compensation of M&T's Named Executive Officers:

Number of Votes For Against Abstain Broker Non-Vote 102,156,109 1,729,707 837,195 10,169,592

The following table reflects the tabulation of the votes with respect to the recommendation of the frequency for future advisory votes on the compensation of M&T's Named Executive Officers:

Number of Votes 1 Year 2 Years 3 Years Abstain Broker Non-Vote 93,420,643 667,609 9,853,626 781,135 10,169,590

The following table reflects the tabulation of the 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, 2013:

Number of Votes For Against Abstain Broker Non-Vote 114,221,168 539,839 131,596 *

* Not applicable

Special Meeting of Shareholders

On April 16, 2013, M&T also held a special meeting of shareholders for the purpose of considering and voting on the proposals described in greater detail in the joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by M&T with the Securities and Exchange Commission ("SEC") on February 22, 2013. At the special meeting, shareholders approved all of the proposals. A summary of the voting results on each of the proposals submitted to a vote of M&T's shareholders at the special meeting is set forth below:

Proposal 1 - Approval of the issuance of M&T common stock to Hudson City Bancorp, Inc. ("Hudson City") shareholders pursuant to the Agreement and Plan of Merger, dated as of August 27, 2012, by and among M&T, Hudson City and Wilmington Trust Corporation:

Number of Votes For Against Abstain Broker Non-Vote 105,262,025 205,912 245,523 131,258

Proposal 2 - Approval of certain amendments to the terms of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share and liquidation preference $1,000 per share, of M&T (the "Series A Preferred Shares"), including amendments to the dividend rate and the redemption provisions of the Series A Preferred Shares:


Number of Votes For Against Abstain Broker Non-Vote 105,026,052 334,615 352,793 131,258

Proposal 3 - Approval of certain amendments to the terms of the Fixed Rate Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share and liquidation preference $1,000 per share, of M&T, (the "Series C Preferred Shares"), including amendments to the dividend rate and the redemption provisions of the Series C Preferred Shares:

Number of Votes For Against Abstain Broker Non-Vote 105,025,653 334,121 353,686 131,258

Proposal 4 - Approval of one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the above proposals:

Proposal No. 4 was withdrawn, as sufficient votes were cast at the special meeting to approve Proposals 1-3.


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