8-K
TOMPKINS FINANCIAL CORP (TMP)
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<br> of Report (Date of earliest event reported) | May<br> 14, 2024 | |
|---|---|---|
| Tompkins Financial Corporation | ||
| --- | --- | --- |
| (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.) |
| 118 East Seneca Street | ||
| P.O. Box 460, Ithaca New York | 14851 | |
| (Address of Principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (888) 503-5753 |
|---|---|
| (Former<br> 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 Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which <br><br> registered |
|---|---|---|
| Common<br> Stock, $0.10 par value | TMP | NYSE<br> 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<br> growth company | ☐ |
|---|---|
| If<br> an emerging growth company, indicate by check mark<br> if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting<br> standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |
| --- |
Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | On Tuesday, May 14, 2024, Tompkins Financial Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders<br>(the “Annual Meeting”). As of the close of business March 15, 2024, the record date for the Annual Meeting, 14,405,020 shares<br>of the Company’s common stock were issued and outstanding, of which 11,562,258 were represented at the Annual Meeting in person<br>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 twelve (12) director nominees for terms expiring at the 2025 Annual Meeting of Shareholders; |
| --- | --- |
| (2) | Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (the<br>“Say on Pay” vote); |
| --- | --- |
| (3) | Shareholders ratified the appointment of the independent registered public accounting firm, KPMG LLP, as the Company’s independent<br>auditor for the fiscal year ending December 31, 2024. |
| --- | --- |
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 2025 Annual Meeting of Shareholders.
| Director | Number of Shares <br><br>Voted For | Number<br> of Shares<br><br> Withheld | Broker Non-Votes |
|---|---|---|---|
| Nancy E. Catarisano | 9,568,470 | 49,517 | 1,944,271 |
| Janet M. Coletti | 9,582,423 | 35,564 | 1,944,271 |
| Daniel J. Fessenden | 9,345,487 | 272,500 | 1,944,271 |
| Patricia A. Johnson | 9,406,911 | 211,076 | 1,944,271 |
| Angela B. Lee | 9,534,686 | 83,301 | 1,944,271 |
| John D. McClurg | 9,568,070 | 49,917 | 1,944,271 |
| Ita M. Rahilly | 9,570,189 | 47,798 | 1,944,271 |
| Thomas R. Rochon | 9,326,609 | 291,378 | 1,944,271 |
| Stephen S. Romaine | 9,441,679 | 176,308 | 1,944,271 |
| Michael H. Spain | 9,443,641 | 174,346 | 1,944,271 |
| Jennifer R. Tegan | 9,558,274 | 59,713 | 1,944,271 |
| Alfred J. Weber | 9,408,501 | 209,486 | 1,944,271 |
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 Shares<br><br><br><br>Voted For | Number of Shares<br><br><br><br>Voted Against | Number of Shares <br><br>Abstaining | Broker Non-Votes |
|---|---|---|---|
| 9,125,602 | 311,162 | 181,223 | 1,944,271 |
Proposal No. 3 – Ratification of the appointment of KPMGLLP as the Company’s Independent Auditors for 2024
The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified by the following vote:
| Number of Shares<br><br><br><br>Voted For | Number of Shares<br><br><br><br>Voted Against | Number of Shares<br><br> Abstaining |
|---|---|---|
| 11,417,113 | 134,282 | 10,863 |
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<br> 15, 2024 | /s/<br> Stephen S. Romaine |
| Stephen<br> S. Romaine | |
| President<br> and CEO |