FINANCIAL INSTITUTIONS INC 8-K

What Happened
Financial Institutions, Inc. (FISI) filed an 8-K reporting the results of its Annual Meeting of Shareholders held May 20, 2026 (record date March 23, 2026; 19,684,776 shares outstanding). Shareholders elected five directors to terms ending at the 2029 Annual Meeting, approved the advisory Say‑on‑Pay vote for named executive officer compensation, and ratified the appointment of RSM US LLP as the independent registered public accounting firm for fiscal 2026.

Key Details

• Shares outstanding (record date): 19,684,776.
• Directors elected (terms to 2029) — votes FOR / WITHHELD / BROKER NON‑VOTES:
  • David P. Bovenzi: 14,164,893 / 1,273,006 / 2,263,471
  • Andrew W. Dorn, Jr.: 13,863,041 / 1,574,858 / 2,263,471
  • Steven C. Finch: 14,141,874 / 1,296,025 / 2,263,471
  • Robert M. Glaser: 13,734,999 / 1,702,900 / 2,263,471
  • Susan R. Holliday: 13,860,432 / 1,577,467 / 2,263,471
• Advisory Say‑on‑Pay result: FOR 13,784,109; AGAINST 1,541,347; ABSTAIN 112,443; BROKER NON‑VOTES 2,263,471. (Non‑binding.)
• Auditor ratification: RSM US LLP ratified as independent registered public accounting firm for FY2026 — FOR 17,157,943; AGAINST 522,914; ABSTAIN 20,513.

Why It Matters

• Board continuity: All five director nominees were elected to three‑year terms, so current board leadership remains in place through 2029 absent future changes.
• Executive pay: The non‑binding Say‑on‑Pay was approved, indicating majority shareholder support for the company’s executive compensation as disclosed in the 2026 proxy.
• Audit oversight: Shareholders confirmed RSM US LLP as auditor for 2026, so the same independent firm will handle the company’s audits for the coming year.
• Voting context: A significant number of broker non‑votes were recorded (2,263,471), and there were measurable withheld/against votes on some items, which investors may monitor as indicators of shareholder sentiment.