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FISI > SEC Filings for FISI > Form 8-K on 14-May-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2013, the Board of Directors of Financial Institutions, Inc. (the "Company") appointed Sonia M. Dumbleton as Corporate Secretary of the Company. Ms. Dumbleton succeeds John L. Rizzo, who has resigned his position as Corporate Secretary effective May 8, 2013. Mr. Rizzo will be retiring effective May 31, 2013.

Ms. Dumbleton, 51, joined the Company in 1984. She served the Company in various roles, including Manager of Audit, Compliance & Best Practices, before assuming her current position as Controller in 2001. Ms. Dumbleton holds a B.S. in Accounting from the State University of New York at Fredonia.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on May 8, 2013. At the Annual Meeting, the holders of the Company's common stock entitled to vote at the meeting (1) elected the three persons nominated to serve as directors to three-year terms expiring in 2016, (2) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, and (3) approved the advisory vote on named executive officer compensation.

The voting results were as follows:

Proposal 1 - Election of Directors

Samuel M. Gullo
FOR: 10,430,474
WITHHELD: 244,175

James L. Robinson
FOR: 10,597,073
WITHHELD: 77,576

James H. Wyckoff
FOR: 10,419,042
WITHHELD: 255,607

Proposal 2 - Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013

FOR: 11,974,250
AGAINST: 67,010
ABSTAIN: 18,709

Proposal 3 - Advisory vote to approve the compensation of the Company's named executive officers

FOR: 10,329,638
AGAINST: 241,366
ABSTAIN: 103,457

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