8-K - TMP - Equibles

UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934

Date<br>of Report (Date of earliest event reported)	May 11, 2021
Tompkins Financial Corporation
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(Exact name of registrant as specified in its charter)
New York	1-12709	16-1482357
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
P.O. Box 460, Ithaca New York		14851
(Address of Principal executive offices)		(Zip<br>Code)
Registrant’s telephone number,<br> including area code	(607) 273-3210
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(Former name or former address, if changed since last report.)
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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 Instruction 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 (17CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
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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, $0.10 par value	TMP	NYSE American, LLC

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<br>not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant<br>to Section 13(a) of the Exchange Act. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders

(a)	On Tuesday, May 11, 2021, Tompkins Financial Corporation (the “Company”) held its 2021 Annual<br>Meeting of Shareholders (the “Annual Meeting”). The meeting was conducted virtually and accessible at www.virtualshareholdermeeting.com/TMP2021<br>as set forth in the proxy materials related to the Annual Meeting as filed with the Securities and Exchange Commission on March 29,<br>2021. As of the close of business March 15, 2021, the record date for the Annual Meeting, 14,906,724 shares of the Company's common stock<br>were issued and outstanding, of which 11,052,113 were represented at the Annual Meeting in person or by proxy, and represented a quorum<br>for the transaction of business at the Annual Meeting.
(b)	Shareholders voted on the following matters at the Annual Meeting:
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(1)	Shareholders elected thirteen (13) director nominees for terms expiring at the 2022 Annual Meeting of<br>Shareholders;
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(2)	Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s<br>named executive officers (the “Say on Pay” vote); and
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(3)	Shareholders ratified the appointment of the independent registered public accounting firm, KPMG LLP,<br>as the Company’s independent auditor for the fiscal year ending December 31, 2021.
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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 2022 Annual Meeting of Shareholders.

Director
John E. Alexander	8,208,194	725,951	2,117,968
Paul J. Battaglia	8,815,403	118,742	2,117,968
Daniel J. Fessenden	8,667,486	266,659	2,117,968
James W. Fulmer	8,349,942	584,203	2,117,968
Patricia A. Johnson	8,830,238	103,907	2,117,968
Frank C. Milewski	8,911,273	22,872	2,117,968
Ita M. Rahilly	8,916,764	17,381	2,117,968
Thomas R. Rochon	8,737,454	196,691	2,117,968
Stephen S. Romaine	8,852,642	81,503	2,117,968
Michael H. Spain	8,844,659	89,486	2,117,968
Jennifer R. Tegan	8,885,252	48,893	2,117,968
Alfred J. Weber	8,881,189	52,956	2,117,968
Craig Yunker	8,286,629	647,516	2,117,968

Proposal No. 2 – Advisory vote to approve the compensationpaid 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 <br><br>Shares Voted For		Number of <br><br>Shares Voted Against		Number of <br><br>Shares Abstaining		Broker <br><br>Non-Votes
	8,681,526		146,315		106,304		2,117,968

Proposal No. 3 – Ratification of the Appointment of KPMG LLPas Independent Auditors of the Company for 2020

The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was ratified by the following vote:

Number of <br><br>Shares Voted For		Number of <br><br>Shares Voted Against		Number of <br><br>Shares Abstaining		Broker <br><br>Non-Votes
	10,940,296		94,459		17,358		0

SIGNATURE

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.

	TOMPKINS FINANCIAL CORPORATION
Date: May 14, 2021	/s/ Stephen S. Romaine
	Stephen S. Romaine
	President and CEO