MTB M&t Bank Corp - 8-K

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