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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): June 16, 2021

 

Financial Institutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

New York

0-26481

16-0816610

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

220 Liberty Street

Warsaw, New York

 

14569

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (585) 786-1100

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 Instructions 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 Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

FISI

Nasdaq Global Select Market

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.

The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 16, 2021.  At the Annual Meeting, the holders of the Company’s common stock entitled to vote at the meeting: (1) elected Dawn H. Burlew, Robert N. Latella, Mauricio F. Riveros and Mark A. Zupan, PhD to serve as directors until the Company’s 2024 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified (“Proposal 1”); (2) approved the non-binding, advisory vote on compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2020, as described in the “Compensation Discussion and Analysis,” executive compensation tables and narrative disclosures in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2021 (“Proposal 2”); (3) approved the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Proposal 3”); and, (4) ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal 4”).

The certified voting results were as follows:

Proposal 1 – Election of Directors

Dawn H. Burlew

FOR: 12,085,293

WITHHELD: 394,663

BROKER NON-VOTES: 1,804,252

Robert N. Latella

FOR: 11,980,211

WITHHELD: 499,745

BROKER NON-VOTES: 1,804,252

Mauricio F. Riveros

FOR: 12,118,565

WITHHELD: 361,391

BROKER NON-VOTES: 1,804,252

Mark A. Zupan, PhD

FOR: 12,117,367

WITHHELD: 362,589

BROKER NON-VOTES: 1,804,252

Proposal 2 – Advisory Vote on Executive Compensation

FOR: 10,942,898

AGAINST: 1,416,080

ABSTAIN: 120,978

BROKER NON-VOTES: 1,804,252

Proposal 3 – Approval of the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan

FOR: 10,729,547

AGAINST: 1,733,819

ABSTAIN: 16,590

BROKER NON-VOTES: 1,804,252

Proposal 4 – Ratification of Independent Registered Public Accounting Firm

FOR: 13,996,811

AGAINST: 281,882

ABSTAIN: 5,515

 

 

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 21, 2021

 

By:

  /s/ W. Jack Plants II

 

 

Name:

W. Jack Plants II

 

 

Title:

Senior Vice President, Chief Financial Officer

 

 

 

      and Treasurer

 

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