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 19, 2011

M&T BANK CORPORATION

 

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

1-9861		16-0968385
(Commission File Number)		(I.R.S. Employer Identification No.)
One M&T Plaza, Buffalo, New York		14203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (716) 842-5445

(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 Instructions A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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

     The 2011 Annual Meeting of Shareholders of M&T Bank Corporation was held on April 19, 2011. At the 2011 Annual Meeting, shareholders approved all of management’s proposals which included (i) the election of sixteen (16) directors, all of whom were then serving as directors of M&T Bank Corporation, for terms of one (1) year and until their successors are elected and qualified; (ii) the approval of the compensation of M&T Bank Corporation’s Named Executive Officers; and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2011. The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are described below. 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 votes with respect to each director who was elected at the 2011 Annual Meeting:

		Number of Votes
Nominee		For				Withheld				Broker Non-Vote
Brent D. Baird			93,473,101				1,916,107				11,060,256
Robert J. Bennett			93,999,253				1,389,955				11,060,256
C. Angela Bontempo			92,539,842				2,849,366				11,060,256
Robert T. Brady			65,052,330				30,336,878				11,060,256
Michael D. Buckley			94,438,246				950,962				11,060,256
T. Jefferson Cunningham III			94,939,645				449,562				11,060,256
Mark J. Czarnecki			94,040,807				1,348,401				11,060,256
Gary N. Geisel			94,079,085				1,310,123				11,060,256
Patrick W.E. Hodgson			93,992,957				1,396,251				11,060,256
Richard G. King			84,579,184				10,810,024				11,060,256
Jorge G. Pereira			93,498,476				1,890,732				11,060,256
Michael P. Pinto			94,086,333				1,302,875				11,060,256
Melinda R. Rich			94,936,410				452,798				11,060,256
Robert E. Sadler, Jr.			94,333,509				1,055,699				11,060,256
Herbert L. Washington			94,007,480				1,381,728				11,060,256
Robert G. Wilmers			93,017,014				2,372,194				11,060,256

The following table reflects the tabulation of the votes with respect to the approval of the compensation of M&T Bank Corporation’s Named Executive Officers:

Number of Votes
For		Against				Abstain				Broker Non-Vote
92,726,736			1,786,535			875,927				11,060,256

The following table reflects the tabulation of the votes with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T Bank Corporation for the year ending December 31, 2011:

Number of Votes

For

Against

Abstain

Broker Non-Vote

105,248,849

1,073,817

126,798

*

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.