Current Report Filing (8-k)
August 22 2022 - 4:12PM
Edgar (US Regulatory)
false000086283100008628312022-08-222022-08-22
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
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Date of Report (Date of earliest event reported): August 22, 2022 |
Financial Institutions, Inc.
(Exact name of Registrant as Specified in Its Charter)
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New York |
0-26481 |
16-0816610 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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220 Liberty Street |
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Warsaw, New York |
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14569 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 585 786-1100 |
(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:
☐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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common stock, par value $0.01 per share |
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FISI |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 22, 2022, Financial Institutions, Inc. (the “Company”) increased the size of its Board of Directors from eleven to twelve members and appointed Mr. Bruce W. Harting to fill the newly-created vacancy on the Board of Directors. Mr. Harting will serve on the Audit and Risk Oversight Committees of the Board of Directors. Mr. Harting is independent under the independence standards of NASDAQ. He will receive compensation for his service as a director as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Mr. Harting will serve until the next annual meeting of shareholders, at which time we expect that the Board of Directors will nominate Mr. Harting to stand for election at the annual meeting.
Mr. Harting was not appointed pursuant to any arrangement of understanding with any person. Neither Mr. Harting nor any of his immediate family has been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.
On August 22, 2022, the Company issued a press release announcing the increase in size of its Board of Directors and the appointment of Mr. Harting. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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Financial Institutions, Inc. |
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Date: |
August 22, 2022 |
By: |
/s/ W. Jack Plants II |
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W. Jack Plants II
Senior Vice President, Chief Financial Officer
and Treasurer |
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