Tompkins Financial Corp 8-K, filed May 14, 2025
Tompkins Financial Corp (TMP)
About this 8-K
Tompkins Financial Corp filed this 8-K on May 14, 2025, reporting on events of May 13, 2025.
Items reported
- Item 5.07: Shareholder vote results
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | On Tuesday, May 13, 2025, Tompkins Financial Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business March 17, 2025, the record date for the Annual Meeting, 14,434,103 shares of the Company’s common stock were issued and outstanding, of which 11,424,570 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 2026 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, 2025. |
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 | 9,445,018 | 31,790 | 1,947,762 | |||
| Janet M. Coletti | 9,443,855 | 32,953 | 1,947,762 | |||
| Heidi M. Davidson | 9,454,615 | 22,193 | 1,947,762 | |||
| Helen Eaton | 9,454,810 | 21,998 | 1,947,762 | |||
| Daniel J. Fessenden | 9,210,468 | 266,340 | 1,947,762 | |||
| Patricia A. Johnson | 9,292,878 | 183,930 | 1,947,762 | |||
| Angela B. Lee | 9,420,518 | 56,290 | 1,947,762 | |||
| John D. McClurg | 9,442,816 | 33,992 | 1,947,762 | |||
| Ita M. Rahilly | 9,436,820 | 39,988 | 1,947,762 | |||
| Stephen S. Romaine | 9,412,739 | 64,069 | 1,947,762 | |||
| Michael H. Spain | 9,362,410 | 114,398 | 1,947,762 |
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 | |||
| 9,237,827 | 181,350 | 57,631 | 1,947,762 |
Proposal No. 3 – Ratification of the appointment of KPMG LLP as the Company’s Independent Auditors for 2025
The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified by the following vote:
| Number of Shares Voted For |
Number of Shares Voted Against |
Number of Shares Abstaining |
|||
| 11,293,770 | 104,091 | 26,709 |
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, 2025 | /s/ Stephen S. Romaine |
| Stephen S. Romaine | |
| President and CEO |