Financial Institutions Inc. Files 8-K on Shareholder Vote Matters

TL;DR

FINANCIAL INSTITUTIONS INC (FISI) filed an 8-K for shareholder vote matters. Keep an eye on this.

AI Summary

Financial Institutions, Inc. filed an 8-K on June 6, 2024, reporting a submission of matters to a vote of security holders on June 5, 2024. The company, incorporated in New York with its principal executive offices in Warsaw, NY, is a national commercial bank.

Why It Matters

This filing indicates that Financial Institutions, Inc. is engaging in a process that requires shareholder approval, which could lead to significant corporate actions.

Risk Assessment

Risk Level: low — The filing is procedural and does not disclose immediate financial distress or significant negative events.

Key Players & Entities

• Financial Institutions, Inc. (company) — Registrant
• June 05, 2024 (date) — Date of earliest event reported
• June 6, 2024 (date) — Date of Report
• New York (location) — State of Incorporation
• Warsaw, New York (location) — Address of Principal Executive Offices
• 585 786-1100 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share FISI Nasdaq Global Select

Filing Documents

• fisi-20240605.htm (8-K) — 77KB
• 0000950170-24-069867.txt ( ) — 189KB
• fisi-20240605.xsd (EX-101.SCH) — 24KB
• fisi-20240605_htm.xml (XML) — 5KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. Financial Institutions, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") on June 5, 2024. At the Annual Meeting, shareholders considered four proposals as described in the Company's proxy statement filed with the U.S. Securities and Exchange Commission on April 12, 2024 ("2024 Proxy"). As of April 10, 2024, the record date, there were 15,446,949 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. The final results of the voting on the matters submitted to shareholders at the Annual Meeting are set forth below. Proposal 1. Election of Directors . Shareholders elected Dawn H. Burlew, Robert N. Latella, Mauricio F. Riveros, and Mark A. Zupan to serve as directors until the Company's 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. DIRECTOR NOMINEE FOR WITHHELD BROKER NON-VOTES Dawn H. Burlew 10,451,207 756,791 2,531,289 Robert N. Latella 9,045,955 2,162,043 2,531,289 Mauricio F. Riveros 10,450,996 757,002 2,531,289 Mark A. Zupan 10,445,690 762,308 2,531,289 Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers . Shareholders approved an advisory (non-binding) vote on the compensation of the Company's named executive officers ("Say-on-Pay") as described in the 2024 Proxy. FOR AGAINST ABSTAIN BROKER NON-VOTES 9,833,475 1,274,484 100,039 2,531,289 Proposal 3 - Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers . Shareholders approved, on an advisory (non-binding) basis, the frequency of future advisory votes for Say-on-Pay to be every year. Based on the results set forth below, the Board of Directors of the Company has determined that future shareholder advisory votes on the compensation of the Company's named executive office

SIGNATURES

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 thereunto duly authorized. Financial Institutions, Inc. Date: June 6, 2024 By: /s/ Samuel J. Burruano, Jr. Samuel J. Burruano, Jr. Executive Vice President, Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR