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): April 19, 2011
M&T BANK CORPORATION
 
(Exact name of registrant as specified in its charter)
New York
 
(State or other jurisdiction of incorporation)
     
1-9861   16-0968385
     
(Commission File Number)   (I.R.S. Employer Identification No.)
     
One M&T Plaza, Buffalo, New York   14203
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (716) 842-5445
(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):
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.07. Submission of Matters to a Vote of Security Holders.
     The 2011 Annual Meeting of Shareholders of M&T Bank Corporation was held on April 19, 2011. At the 2011 Annual Meeting, shareholders approved all of management’s proposals which included (i) the election of sixteen (16) directors, all of whom were then serving as directors of M&T Bank Corporation, for terms of one (1) year and until their successors are elected and qualified; (ii) the approval of the compensation of M&T Bank Corporation’s Named Executive Officers; and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2011. 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 2011 Annual Meeting:
                         
    Number of Votes
Nominee   For   Withheld   Broker Non-Vote
Brent D. Baird
    93,473,101       1,916,107       11,060,256  
Robert J. Bennett
    93,999,253       1,389,955       11,060,256  
C. Angela Bontempo
    92,539,842       2,849,366       11,060,256  
Robert T. Brady
    65,052,330       30,336,878       11,060,256  
Michael D. Buckley
    94,438,246       950,962       11,060,256  
T. Jefferson Cunningham III
    94,939,645       449,562       11,060,256  
Mark J. Czarnecki
    94,040,807       1,348,401       11,060,256  
Gary N. Geisel
    94,079,085       1,310,123       11,060,256  
Patrick W.E. Hodgson
    93,992,957       1,396,251       11,060,256  
Richard G. King
    84,579,184       10,810,024       11,060,256  
Jorge G. Pereira
    93,498,476       1,890,732       11,060,256  
Michael P. Pinto
    94,086,333       1,302,875       11,060,256  
Melinda R. Rich
    94,936,410       452,798       11,060,256  
Robert E. Sadler, Jr.
    94,333,509       1,055,699       11,060,256  
Herbert L. Washington
    94,007,480       1,381,728       11,060,256  
Robert G. Wilmers
    93,017,014       2,372,194       11,060,256  
The following table reflects the tabulation of the votes with respect to the approval of the compensation of M&T Bank Corporation’s Named Executive Officers:
                         
Number of Votes
For   Against   Abstain   Broker Non-Vote
92,726,736
    1,786,535   875,927   11,060,256

 


 

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 Bank Corporation for the year ending December 31, 2011:
                         
Number of Votes
For   Against   Abstain   Broker Non-Vote
105,248,849
    1,073,817       126,798       *  
 
*   Not applicable.

 


 

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 hereunto duly authorized.
         
  M&T BANK CORPORATION
 
 
Date: April 20, 2011  By:   /s/ Marie King    
    Marie King   
    Administrative Vice President
and Corporate Secretary