Financial Institutions (NASDAQ: FISI) details 2026 shareholder meeting and vote outcomes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Financial Institutions, Inc. reported the results of its Annual Meeting of Shareholders held on May 20, 2026. Shareholders elected five directors—David P. Bovenzi, Andrew W. Dorn, Jr., Steven C. Finch, Robert M. Glaser, and Susan R. Holliday—to serve until the 2029 annual meeting.

Investors also approved the advisory Say-on-Pay vote on executive compensation, with 13,784,109 votes cast in favor. In addition, shareholders ratified the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 19,684,776 shares Say-on-Pay votes for: 13,784,109 votes Say-on-Pay votes against: 1,541,347 votes +5 more

8 metrics

Shares entitled to vote 19,684,776 shares Common stock outstanding as of March 23, 2026 record date

Say-on-Pay votes for 13,784,109 votes Advisory approval of named executive officer compensation

Say-on-Pay votes against 1,541,347 votes Advisory compensation proposal opposition

Say-on-Pay abstentions 112,443 votes Advisory compensation proposal abstain votes

Say-on-Pay broker non-votes 2,263,471 votes Non-voting broker-held shares on compensation proposal

Auditor ratification votes for 17,157,943 votes Ratification of RSM US LLP for fiscal year 2026

Auditor ratification votes against 522,914 votes Opposition to RSM US LLP ratification

Director Bovenzi votes for 14,164,893 votes Election of David P. Bovenzi as director until 2029

Key Terms

Annual Meeting of Shareholders, broker non-votes, Say-on-Pay, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Shareholders financial

"Financial Institutions, Inc. held its Annual Meeting of Shareholders on May 20, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"Each director nominee’s results include broker non-votes reported in a separate column."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Say-on-Pay financial

"Shareholders approved an advisory (non-binding) vote on the compensation of the Company’s named executive officers (“Say-on-Pay”)."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accounting firm financial

"Shareholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

record date financial

"As of March 23, 2026, the record date, there were 19,684,776 shares outstanding and entitled to vote."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

05/21/2026 - 04:06 PM

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): May 20, 2026

    

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 May 20, 2026. At the Annual Meeting, shareholders considered three proposals as described in the Company’s 2026 Proxy Statement filed on April 6, 2026 (the “2026 Proxy”). As of March 23, 2026, the record date, there were 19,684,776 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 David P. Bovenzi, Andrew W. Dorn, Jr., Steven C. Finch, Robert M. Glaser, and Susan R. Holliday to serve as directors until the Company’s 2029 Annual Meeting of Shareholders, and until their respective successors are duly elected and qualified.


DIRECTOR NOMINEE	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

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 2026 Proxy.


FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	13,784,109		1,541,347		112,443		2,263,471

Proposal 3. 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, 2026.


FOR		AGAINST		ABSTAIN
	17,157,943		522,914		20,513

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:	May 21, 2026	By:	/s/ Samuel J. Burruano, Jr.
			Samuel J. Burruano, Jr. Executive Vice President, Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Financial Institutions, Inc. (FISI) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing five directors to serve until the 2029 annual meeting, approving an advisory Say-on-Pay vote on executive compensation, and ratifying RSM US LLP as independent auditor for the year ending December 31, 2026.

Were all director nominees elected at Financial Institutions, Inc. (FISI) 2026 annual meeting?

Yes, all five nominees—David P. Bovenzi, Andrew W. Dorn, Jr., Steven C. Finch, Robert M. Glaser, and Susan R. Holliday—were elected as directors, each receiving more votes cast “for” than “withheld,” plus additional broker non-votes reported in the results.

How did Financial Institutions, Inc. (FISI) shareholders vote on Say-on-Pay in 2026?

Shareholders approved the advisory Say-on-Pay proposal, with 13,784,109 votes for, 1,541,347 against, 112,443 abstentions, and 2,263,471 broker non-votes. This non-binding vote reflects shareholder views on named executive officer compensation described in the 2026 proxy statement.

Which audit firm did Financial Institutions, Inc. (FISI) shareholders ratify for 2026?

Shareholders ratified RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 17,157,943 votes for, 522,914 against, and 20,513 abstentions reported in the meeting results disclosed.

How many Financial Institutions, Inc. (FISI) shares were entitled to vote at the 2026 meeting?

As of March 23, 2026, the record date, 19,684,776 shares of Financial Institutions, Inc. common stock were outstanding and entitled to vote at the Annual Meeting, forming the eligible base for the director, Say-on-Pay, and auditor ratification proposals.

Filing Exhibits & Attachments

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