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): ~~March~~April 41, 2022

PEOPLE’S UNITED FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

of incorporation)

001-33326

20-8447891

(Commission

File Number)

(I.R.S. Employer

Identification No.)


850 Main Street, Bridgeport, CT		06604
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 338-7171

(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 Instruction A.2. below):

☐	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 Symbols	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	PBCT	NASDAQ Global Select Market
Fixed-to-Floating Rate Non- Cumulative Perpetual Preferred Stock, Series A, $0.01 par value per share	PBCTP	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~~Introductory 8Note.~~01.~~ ~~Other Events.~~

OnThis ~~March 4,~~Current ~~2022,~~Report ~~M&T~~on ~~Bank~~Form ~~Corporation~~8-K ~~(“M&T”)~~is ~~received~~being ~~regulatory~~filed ~~approval~~in ~~from~~connection ~~the~~with ~~Board of Governors of~~ the ~~Federal~~closing ~~Reserve~~on ~~System~~April 1, ~~for~~2022 ~~the previously announced merger~~ (the “~~Merger~~Closing Date”) of ~~People’s~~the ~~United~~transactions ~~Financial,~~contemplated ~~Inc.~~by ~~(“People’s~~that ~~United”)~~certain ~~and M&T pursuant to the~~ Agreement and Plan of Merger, dated ~~as of~~ February 21, 2021 (as amended, the “Merger Agreement”), by and among ~~People’s~~M&T ~~United,~~Bank Corporation (“M&T”), ~~and~~ Bridge Merger Corp., a direct, wholly owned subsidiary of M&T (~~as amended, the~~ “Merger ~~Agreement~~Sub”), asand ~~well as for the proposed merger of~~ People’s United ~~Bank~~Financial, NInc.~~A.,~~ ~~the sole insured depository institution subsidiary of~~ (“People’s United~~, with and into Manufacturers and Traders Trust Company, a depository institution subsidiary of M&T~~”). As of March 4, 2022, People’s United and M&T have received all required regulatory approvals to complete the transactions contemplated by the Merger Agreement, including those from the New York State Department of Financial Services and the State of Connecticut Department of Banking. The closing of the Merger is expected to occur on or around April 1, 2022, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement.

OnItem ~~March 7, 2022, People’s United and M&T issued a joint press release announcing the foregoing matters~~2.01 ACompletion ~~copy~~ of ~~the~~Acquisition ~~joint~~or ~~press~~Disposition ~~release~~of ~~is attached hereto as Exhibit 99~~Assets.~~1 and is incorporated herein by reference.~~

~~Forward-Looking~~Effective ~~Statements~~as of the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into People’s United, with People’s United as the surviving entity (the “Merger”).

~~This~~Following ~~communication includes “forward-looking statements” within~~ the ~~meaning of the Private Securities Litigation Reform Act of 1995~~Merger, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations, estimates and projections about People’s United’s ~~and~~merged ~~M&T’s~~with ~~businesses, beliefs of People’s United’s~~ and ~~M&T’s~~into ~~management and assumptions made by People’s United’s and~~ M&T~~’s management. Any statement that does not describe historical or current facts is a forward-looking statement~~, ~~including~~with ~~statements regarding the expected timing, completion and effects of the proposed transactions and People’s United’s and~~ M&T’s ~~expected financial results, prospects, targets, goals and outlook. Forward-looking statements are typically identified by words such~~ as ~~“believe,”~~the ~~“expect,”~~surviving ~~“anticipate,”~~entity ~~“intend,”~~(the “~~target,”~~Holdco ~~“estimate,~~Merger” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could,” or “may,” or by variations of such words or by similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) ~~which are difficult to predict~~. ~~Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.~~

InFollowing ~~addition,~~ the ~~following~~Holdco ~~factors~~Merger, ~~among others, related to the proposed transaction between~~ People’s United ~~and M&T~~Bank, ~~could~~National ~~cause actual outcomes and results to differ materially from forward-looking statements or historical performance: the occurrence of any event~~Association, ~~change~~a ornational ~~other~~banking ~~circumstances~~association ~~that~~and ~~could~~a ~~give~~wholly ~~rise~~owned tosubsidiary ~~the right~~ of ~~one or both of the parties to terminate the definitive merger agreement between~~ People’s United ~~and M&T; the outcome of any legal proceedings that may be instituted against~~ (“People’s United or M&T; the possibility that the proposed transaction will not close when expected or at all because certain conditions to the closing are not satisfied on a timely basis or at all; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination; the possibility that the anticipated benefits of the transaction will not be realized when expected or at allBank”), ~~including~~merged aswith ~~a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy~~ and ~~competitive~~into ~~factors~~Manufacturers ~~in the areas where People’s United~~ and ~~M&T~~Traders doTrust business; certain restrictions during the pendency of the merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipatedCompany, ~~including as~~ a ~~result~~New ofYork ~~unexpected~~state ~~factors~~chartered orbank ~~events; diversion of management’s attention from ongoing business operations~~ and ~~opportunities;~~a ~~potential~~wholly ~~adverse~~owned ~~reactions~~subsidiary ~~or changes to business or employee relationships, including those resulting from the announcement or completion~~ of ~~the transaction; People’s United’s and~~ M&T’s ~~success in executing their respective business plans and strategies and managing the risks involved in the foregoing; and other factors that may affect future results of People’s United and~~ (“M&T; ~~the business~~Bank”), ~~economic~~with ~~and~~M&T ~~political~~Bank ~~conditions~~as in the ~~markets~~surviving inbank ~~which~~ (the ~~parties~~“Bank ~~operate;~~Merger”). the risk that the proposed combination and its announcement could have an adverse effect on either or both parties’ ability to retain customers and retain or hire key personnel and maintain relationships with customers; the risk that the proposed combination may be more difficult or time-consuming than anticipated,

~~including~~Merger inConsideration areas such as sales force, cost containment, asset realization, systems integration and other key strategies; revenues following the proposed combination may be lower than expected, including for possible reasons such as unexpected costs, charges or expenses resulting from the transactions; the unforeseen risks relating to liabilities of People’s United or M&T that may exist; and uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on People’s United, M&T and the proposed combination.

~~These~~Upon ~~are~~the ~~representative~~terms ofand subject to the ~~Future~~conditions ~~Factors~~set ~~that~~forth ~~could~~in ~~affect~~the Merger Agreement, at the ~~outcome~~effective time of the ~~forward-looking~~Merger ~~statements~~(the “Effective Time”), each share of common stock, par value $0.01 Inper ~~addition~~share, ~~such~~of ~~statements~~People’s ~~could~~United beoutstanding ~~affected~~immediately byprior ~~general~~to ~~industry~~the ~~and~~Effective ~~market~~Time ~~conditions~~(“People’s ~~and~~United ~~growth~~Common ~~rates~~Stock”), ~~general~~including ~~economic~~each ~~and~~People’s ~~political~~United ~~conditions,~~Restricted ~~either~~Share ~~nationally~~(as ordefined inbelow) ~~the~~held ~~states~~by ina ~~which~~non-employee director of the People’s United Board of Directors (each, a “Director Restricted Share”), except for certain shares held by People’s United or M&T, orwas ~~their~~converted ~~respective~~into ~~subsidiaries~~the doright ~~business,~~to ~~including~~receive ~~interest~~0.118 ~~rate~~of ~~and~~a ~~currency~~share ~~exchange~~of ~~rate~~common ~~fluctuations,~~stock ~~changes~~(the ~~and~~“Exchange ~~trends~~Ratio”), inpar ~~the~~value ~~securities~~$0.50 ~~markets~~per share, ~~and~~of ~~other~~M&T ~~Future~~(“M&T ~~Factors~~Common Stock”). Holders of People’s United Common Stock will receive cash in lieu of fractional shares.

~~People’s~~In ~~United~~addition, ~~provides~~at ~~further~~the ~~detail~~Effective ~~regarding~~Time, ~~these~~each ~~risks~~outstanding ~~and~~share ~~uncertainties~~of inFixed-to-Floating ~~its~~Rate ~~latest~~Non-Cumulative ~~Form~~Perpetual ~~10-K~~Preferred Stock, ~~including~~Series inA, ~~the~~par ~~Risk~~value ~~Factors~~$0.01 ~~section~~per share, of ~~such~~People’s ~~report,~~United as(“People’s ~~well~~United asPreferred inStock”), ~~subsequent~~was ~~SEC~~converted ~~filings.~~into ~~Forward-looking~~the ~~statements~~right ~~speak~~to ~~only~~receive asa share of the ~~date~~Perpetual ~~made,~~Fixed-to-Floating ~~and~~Rate ~~People’s~~Non-Cumulative ~~United~~Preferred ~~does~~Stock, ~~not~~Series ~~assume~~H, ~~any~~par ~~duty~~value ~~and~~$1.00 ~~does~~per ~~not~~share, ~~undertake~~of toM&T ~~update~~(the ~~forward-looking~~“New ~~statements~~M&T Preferred Stock”).

Treatment of People’s United Equity Awards

Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding restricted share award (a “People’s United Restricted Share”) under People’s United stock plans (the “People’s United Stock Plans”), other than any Director Restricted Shares, ceased to represent a restricted share of People’s United Common Stock and was converted into a number of restricted shares of M&T Common Stock (each, an “M&T Restricted Share”) equal to the Exchange Ratio (rounded up or down to the nearest whole number, with 0.5 rounding up).

Also pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding performance share unit (a “People’s United Performance Share”) under the People’s United Stock Plans ceased to represent a performance share unit denominated in shares of People’s United Common Stock and was converted into a restricted share unit denominated in shares of M&T Common Stock (an “M&T Stock-Based RSU”). The number of shares of M&T Common Stock subject to each such M&T Stock-Based RSU was equal to the product (rounded up or down to the nearest whole number, with 0.5 rounding up) of (1) the number of shares of People’s United Common Stock subject to such People’s United Performance Share immediately prior to the Effective Time (including any applicable dividend equivalents) based on the higher of target performance and actual performance through the Effective Time multiplied by (2) the Exchange Ratio.

Further pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of People’s United Common Stock (a “People’s United Option”) under the People’s United Stock Plans ceased to represent an option to purchase shares of People’s United Common Stock and was converted into an option to purchase a number of shares of M&T Common Stock (an “M&T Option,” and together with the M&T Restricted Shares and M&T Stock-Based RSUs, the “M&T Converted Equity Awards”) equal to the product (rounded down to the nearest whole number) of (1) the number of shares of People’s United Common Stock subject to such People’s United Option immediately prior to the Effective Time and (2) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of People’s United Common Stock of such People’s United Option immediately prior to the Effective Time divided by (b) the Exchange Ratio consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 424(a) of the Code, as applicable.

Except as specifically provided in the Merger Agreement, at and following the Effective Time, each M&T Converted Equity Award continues to be governed by the same terms and conditions as were applicable to such award immediately prior to the Effective Time.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and Amendment No. 1 thereto, which are filed as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K (this “Current Report”) and are incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, People’s United notified the NASDAQ Global Select Market (“NASDAQ”) of the impending consummation of the Merger and requested that NASDAQ (i) suspend trading of People’s United Common Stock and People’s United Preferred Stock prior to the opening of trading on April 4, 2022, (ii) withdraw People’s United Common Stock and People’s United Preferred Stock from listing on NASDAQ prior to the opening of trading on April 4, 2022 and (iii) file with the Securities and Exchange Commission (the “Commission”) on Form 25 a notification of delisting of People’s United Common Stock and People’s United Preferred Stock and deregistration under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). As a result, People’s United Common Stock and People’s United Preferred Stock will no longer be listed on NASDAQ.

Additionally, People’s United intends to file with the Commission certifications on Form 15 under the Exchange Act requesting the deregistration of People’s United Common Stock and People’s United Preferred Stock under Section 12(g) of the Exchange Act and the suspension of People’s United’s reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable.

The information set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.

Item 3.03

Material Modification to the Rights of Security Holders.

As of the Effective Time, each holder of a certificate or book-entry share representing any shares of People’s United Common Stock and People’s United Preferred Stock ceased to have any rights with respect thereto, except the right to receive the consideration as described above in Item 2.01 of this Current Report and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

On the Closing Date, Merger Sub merged with and into People’s United pursuant to the Merger Agreement, with People’s United surviving the Merger as a direct, wholly owned subsidiary of M&T. Following the Merger, People’s United merged with and into M&T, with M&T as the surviving entity.

The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, in connection with the completion of the Merger (and not because of any disagreement with People’s United), all of People’s United’s directors and executive officers as of immediately prior to the Effective Time ceased serving as directors and executive officers of People’s United.

In connection with the Merger and pursuant to the Merger Agreement, from the Effective Time until the completion of the Holdco Merger, the directors and officers of Merger Sub as of immediately prior to the Effective Time served as the directors and officers of People’s United, in the positions specified below:

•

Richard S. Gold, Director and President

•

Kevin J. Pearson, Director

•

Marie King, Secretary

•

Stephen T. Wilson, Assistant Secretary

•

D. Scott Warman, Treasurer

There are no arrangements or understandings between Messrs. Gold and Pearson and any other persons pursuant to which either of them was selected as a director pursuant to the foregoing. There are no transactions in which any of the foregoing individuals has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, People’s United Third Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.

Upon the completion of the Holdco Merger, the Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws of People’s United ceased to be in effect by operation of law and the organizational documents of M&T (as successor to People’s United by operation of law) remained the certificate of incorporation and bylaws of M&T.

The information regarding the Merger and the Merger Agreement set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 5.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description of Exhibit
99.1		Joint Press Release, dated March 7, 2022
2.1		Agreement and Plan of Merger, dated February 21, 2021, by and among M&T Bank Corporation, Bridge Merger Corp., a direct, wholly owned subsidiary of M&T Bank Corporation, and People’s United Financial, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of People’s United Financial, Inc. filed on February 25, 2021)
2.2		Amendment No. 1 to the Agreement and Plan of Merger, dated February 17, 2022, by and among M&T Bank Corporation, Bridge Merger Corp., a direct, wholly owned subsidiary of M&T Bank Corporation, and People’s United Financial, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of People’s United Financial, Inc. filed on February 18, 2022)
3.1		Fourth Amended and Restated Certificate of Incorporation of People’s United Financial, Inc.
3.2		Amended and Restated By-Laws of People’s United Financial, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, as successor by merger to PEOPLE’S UNITED FINANCIAL, INC. By /s/ ~~Andrew~~Darren SJ. ~~Hersom~~King Name: ~~Andrew~~Darren SJ. ~~Hersom~~King Title: ~~Senior~~Executive Vice President, ~~Investor~~and ~~Relations~~Chief Financial Officer

Date: ~~March~~April 74, 2022

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