M&T BANK CORP 8-K

What Happened

• M&T Bank Corporation announced the results of its April 21, 2026 Annual Meeting. Shareholders elected all 12 director nominees to one-year terms and approved the other board proposals described in the company’s March 10, 2026 proxy.
• Key votes included approval of the 2025 compensation for Named Executive Officers, the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan, and the ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

Key Details

• Director elections: all 12 nominees were elected. Example tallies: John P. Barnes — 119,981,130 for / 1,198,348 against; Melinda R. Rich — 108,353,052 for / 12,557,228 against. Broker non-votes totaled 13,882,380 (counted for quorum, not as votes cast).
• Executive pay (Proposal 2): 113,373,078 for / 7,539,139 against / 434,691 abstain.
• Equity plan amendment (Proposal 3): 116,924,195 for / 3,950,417 against / 472,296 abstain.
• Auditor ratification (Proposal 4): 129,631,275 for / 5,413,036 against / 184,265 abstain.

Why It Matters

• The vote confirms the board’s chosen leadership for another year and signals shareholder support for executive compensation and the company’s equity incentive program, which affects how the company grants stock-based pay.
• Ratifying PwC as auditor provides continuity in financial oversight and reporting for 2026. These outcomes are material to governance and compensation policy but do not change the company’s financial results reported elsewhere.