0000862831false00008628312024-06-052024-06-05

 

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 05, 2024

 

 

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:

☐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:


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.

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 officers will occur every year until the next required vote of the frequency of shareholder votes on the compensation of named executive officers.

1 YEAR

 

 

2 YEARS

 

 

3 YEARS

 

 

ABSTAIN

 

 

BROKER NON-VOTES

 

 

9,695,380

 

 

 

370,029

 

 

 

1,124,730

 

 

 

17,859

 

 

 

2,531,289

 

 

Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

13,563,958

 

 

 

162,215

 

 

 

13,114

 

 

 

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

 

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Document And Entity Information
Jun. 05, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Jun. 05, 2024
Entity Registrant Name Financial Institutions, Inc.
Entity Central Index Key 0000862831
Entity Emerging Growth Company false
Entity File Number 0-26481
Entity Incorporation, State or Country Code NY
Entity Tax Identification Number 16-0816610
Entity Address, Address Line One 220 Liberty Street
Entity Address, City or Town Warsaw
Entity Address, State or Province NY
Entity Address, Postal Zip Code 14569
City Area Code 585
Local Phone Number 786-1100
Entity Information, Former Legal or Registered Name Not Applicable
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol FISI
Security Exchange Name NASDAQ
Financial Institutions (NASDAQ:FISI)
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