UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K

CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 24, 2013
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FIRST NIAGARA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
 
001-35390
 
42-1556195
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S Employer Identification Number)
 
 
 
 
 
726 Exchange Street, Suite 618, Buffalo, NY
 
 
 
14210
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
 
 
(716) 819-5500
 
 
 
 
(Registrant's telephone number)
 
 
 
 
 
 
 
 
 
Not Applicable
 
 
 
 
(Former name or former address, if changed since last report)
 
 

Check the appropriate box below if the Form 8-K 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))







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

At our Annual Meeting of Stockholders, the nominees for directors of the Company proposed were elected. On other business conducted at the Annual Meeting, stockholders voted in favor of an advisory non-binding proposal to approve our executive compensation programs and policies. Lastly, they ratified the appointment of KPMG LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2013. Stockholders cast votes as follows:

 
 
Number of Votes
Matter Considered
 
For
 
Withheld
Election of Directors:
 
 
 
 
Roxanne J. Coady
 
267,212,145

 
7,334,454

Carl Florio
 
266,990,811

 
7,555,786

Carlton L. Highsmith
 
267,745,512

 
6,801,087

George M. Philip
 
259,911,227

 
14,635,372

Nathaniel Woodson
 
258,698,439

 
15,866,160


 
 
Number of Votes
Matter Considered
 
For
 
Against
 
Abstain
 
Broker non-votes
Advisory non-binding vote to approve our executive compensation programs and policies
 
243,891,231

 
23,728,180

 
6,927,188

 
47,862,388

 
 
 
 
 
 
 
 
 
Ratification of KPMG LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2013
 
315,805,157

 
5,406,017

 
1,197,813

 
 

Item 9.01        Financial Statements and Exhibits

(a)
Not Applicable.

(b)
Not Applicable.

(c)
Not Applicable.

(d)
Exhibits.

None.

SIGNATURE

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.

FIRST NIAGARA FINANCIAL GROUP, INC.



DATE: April 25, 2013
By:/s/ GREGORY W. NORWOOD
Gregory W. Norwood
Chief Financial Officer
(Duly authorized representative)