TMP Tompkins Financial Corp - 8-K

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

(a)

On Tuesday, May 19, 2026, Tompkins Financial Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders
(the “Annual Meeting”). As of the close of business March 20, 2026, the record date for the Annual Meeting, 14,414,482 shares
of the Company’s common stock were issued and outstanding, of which 11,651,674 were represented at the Annual Meeting in person
or by proxy, and represented a quorum for the transaction of business at the Annual Meeting.

(b)

Shareholders voted on the following matters at the Annual Meeting:

(1)

Shareholders elected eleven (11) director nominees for terms expiring at the 2027 Annual Meeting of Shareholders;

(2)

Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (the
“Say on Pay” vote);

(3)

Shareholders ratified the appointment of the independent registered public accounting firm, KPMG LLP, as the Company’s independent
auditor for the fiscal year ending December 31, 2026.

Set forth below are the shareholder voting results with respect to
each matter:

Proposal No. 1 – Election of Directors

The individuals named below were elected at the Annual Meeting as members
of the Board of Directors, to serve for a term of one year expiring at the 2026 Annual Meeting of Shareholders.

Director

Number of Shares

Voted For

Number of Shares

Withheld

Broker Non-Votes

Nancy E. Catarisano

9,823,561

61,223

1,766,890

Janet M. Coletti

9,819,260

65,524

1,766,890

Heidi M. Davidson

9,835,038

49,746

1,766,890

Helen Eaton

9,828,517

56,267

1,766,890

Daniel J. Fessenden

9,698,864

185,920

1,766,890

Patricia A. Johnson

9,675,381

209,403

1,766,890

Angela B. Lee

9,755,142

129,642

1,766,890

John D. McClurg

9,834,325

50,459

1,766,890

Ita M. Rahilly

9,828,094

56,690

1,766,890

Stephen S. Romaine

9,796,852

87,932

1,766,890

Michael H. Spain

9,751,905

132,879

1,766,890

Proposal No. 2 – Advisory vote to approve the compensation
paid to the Company’s Named Executive Officers.

The compensation paid to the Company’s Named Executive Officers
was approved by the following vote:

Number of Shares

Voted For

Number of Shares

Voted Against

Number of Shares

Abstaining

Broker Non-Votes

9,557,433

220,037

107,314

1,766,890

Proposal No. 3 – Ratification of the appointment of KPMG
LLP as the Company’s Independent Auditors for 2026

The Audit Committee’s appointment of KPMG LLP as the Company’s
independent registered public accounting firm for the year ending December 31, 2026 was ratified by the following vote:

Number of Shares

Voted For

Number of Shares

Voted Against

Number of Shares

Abstaining

11,342,943

205,550

103,181