M&T Bank (NYSE: MTB) holders approve directors, pay and equity plan

Rhea-AI Filing Summary

M&T Bank Corporation reported that shareholders approved all proposals at the 2026 Annual Meeting held on April 21, 2026. Twelve directors were elected for one-year terms, with most nominees receiving over 115 million votes in favor.

Shareholders approved the 2025 compensation of M&T’s Named Executive Officers with 113,373,078 votes for and 7,539,139 against. They also approved the amendment and restatement of the 2019 Equity Incentive Compensation Plan, with 116,924,195 votes for and 3,950,417 against. The appointment of PricewaterhouseCoopers LLP as independent auditor for 2026 was ratified with 129,631,275 votes for and 5,413,036 against.

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

Director votes – John P. Barnes: 119,981,130 for; 1,198,348 against Director votes – René F. Jones: 115,520,397 for; 5,659,965 against Say-on-pay votes: 113,373,078 for; 7,539,139 against +3 more

6 metrics

Director votes – John P. Barnes 119,981,130 for; 1,198,348 against Election of director at 2026 Annual Meeting

Director votes – René F. Jones 115,520,397 for; 5,659,965 against Election of director at 2026 Annual Meeting

Say-on-pay votes 113,373,078 for; 7,539,139 against 2025 compensation of Named Executive Officers

Equity plan amendment votes 116,924,195 for; 3,950,417 against 2019 Equity Incentive Compensation Plan amendment

Auditor ratification votes 129,631,275 for; 5,413,036 against Ratification of PricewaterhouseCoopers LLP for 2026

Broker non-votes on director elections 13,882,380 Per director nominee at 2026 Annual Meeting

Key Terms

Annual Meeting of Shareholders, Named Executive Officers, Equity Incentive Compensation Plan, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Shareholders regulatory

"M&T Bank Corporation (“M&T”) held its 2026 Annual Meeting of Shareholders on April 21, 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.

Named Executive Officers financial

"the approval of the 2025 compensation of M&T’s Named Executive Officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Equity Incentive Compensation Plan financial

"the approval of the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan"

independent registered public accounting firm regulatory

"the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T"

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.

broker non-votes regulatory

"including the votes for and against or withheld, and any abstentions or broker non-votes, are presented below"

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.

Understanding 8-K Material Events →

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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): April 21, 2026

___________________________________

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

___________________________________

			New York
(State or other jurisdiction of incorporation)
1-9861 (Commission File Number)						16-0968385 (I.R.S. Employer Identification Number)
One M&T Plaza, Buffalo, New York						14203
(Address of principal executive offices)						(Zip Code)
Registrant's telephone number, including area code: (716) 635-4000

___________________________________

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 Instructions 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, $.50 par value			MTB			New York Stock Exchange
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H			MTBPrH			New York Stock Exchange
Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series J			MTBPrJ			New York Stock Exchange
Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series K			MTBPrK			New York Stock Exchange

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.

M&T Bank Corporation 2026 Annual Meeting of Shareholders

M&T Bank Corporation (“M&T”) held its 2026 Annual Meeting of Shareholders on April 21, 2026 (the “Annual Meeting”).

At the Annual Meeting, shareholders approved all of the Board of Directors’ proposals, which included: (i) the election of twelve (12) directors of M&T, for one-year terms and until their successors have been elected and qualified; (ii) the approval of the 2025 compensation of M&T’s Named Executive Officers; (iii) the approval of the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan; and (iv) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2026. Each of the proposals is described in more detail in M&T’s 2026 Proxy Statement, which was filed with the Securities and Exchange Commission on March 10, 2026.

The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are presented below (rounded to the nearest whole number). Abstentions and broker non-votes, if applicable, were counted for purposes of determining whether a quorum was present but were not treated as votes cast. Therefore, abstentions and broker non-votes, if applicable, did not have the effect of a vote for or against such proposal and were not counted in determining the number of votes required for approval.

The following table reflects the tabulation of the final votes with respect to the election of each director nominee at the Annual Meeting (Proposal 1):

Director Nominee			For						Against						Abstain						Broker Non-Votes
John P. Barnes			119,981,130						1,198,348						167,430						13,882,380
Carlton J. Charles			119,348,722						1,717,301						280,885						13,882,380
Jane Chwick			120,541,190						618,152						187,536						13,882,380
William F. Cruger, Jr.			117,845,398						3,295,838						205,671						13,882,380
Leslie V. Godridge			119,515,303						1,549,160						282,445						13,882,380
René F. Jones			115,520,397						5,659,965						166,546						13,882,380
Richard H. Ledgett, Jr.			120,620,401						502,800						223,707						13,882,380
Melinda R. Rich			108,353,052						12,557,228						436,628						13,882,380
Denis J. Salamone			119,660,413						1,259,747						426,747						13,882,380
Rudina Seseri			120,446,717						687,458						212,732						13,882,380
Kirk W. Walters			120,058,754						1,118,409						169,745						13,882,380
Herbert L. Washington			118,297,162						2,623,585						426,160						13,882,380

The following table reflects the tabulation of the final votes with respect to the approval of the 2025 compensation of M&T’s Named Executive Officers (Proposal 2):

For			Against			Abstain			Broker Non-Votes
113,373,078			7,539,139			434,691			13,882,380

The following table reflects the tabulation of the final votes with respect to the approval of the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (Proposal 3):

For			Against			Abstain			Broker Non-Votes
116,924,195			3,950,417			472,296			13,882,380

The following table reflects the tabulation of the final votes with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2026 (Proposal 4):

For			Against			Abstain			Broker Non-Votes
129,631,275			5,413,036			184,265			Not Applicable

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

M&T BANK CORPORATION

Date:

April 23, 2026

By:

/s/ Stephen T. Wilson

Stephen T. Wilson

Senior Vice President and Corporate Secretary

FAQ

What did M&T Bank Corporation (MTB) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all four proposals: election of twelve directors, 2025 compensation for Named Executive Officers, amendments to the 2019 Equity Incentive Compensation Plan, and ratification of PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026.

How did M&T Bank (MTB) shareholders vote on director elections in 2026?

All twelve director nominees were elected for one-year terms, each receiving over 108 million votes in favor. For example, John P. Barnes received 119,981,130 votes for, while René F. Jones received 115,520,397 for, with broker non-votes reported separately for each nominee.

What were the 2026 say-on-pay voting results for M&T Bank (MTB)?

The advisory vote on 2025 compensation for M&T’s Named Executive Officers passed with 113,373,078 votes for, 7,539,139 against, and 434,691 abstentions. Broker non-votes totaled 13,882,380 and did not count as votes cast for approval or disapproval.

How did shareholders vote on M&T Bank’s 2019 Equity Incentive Compensation Plan changes?

Shareholders approved the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan. The proposal received 116,924,195 votes for, 3,950,417 against, 472,296 abstentions, and 13,882,380 broker non-votes counted only for quorum purposes.

What were the auditor ratification results for M&T Bank (MTB) in 2026?

Shareholders ratified PricewaterhouseCoopers LLP as M&T’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 129,631,275 for, 5,413,036 against, and 184,265 abstentions, with broker non-votes not applicable to this proposal.

Did abstentions and broker non-votes affect M&T Bank (MTB) proposal approvals?

Abstentions and broker non-votes were counted to determine whether a quorum was present but were not treated as votes cast. They did not count as votes for or against any proposal and therefore did not affect the approval thresholds disclosed.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 30.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.1 KB