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 of Report (Date of earliest event reported) | May 5, 2020 | |
|---|---|---|
| Tompkins Financial Corporation | ||
| --- | ||
| (Exact name of registrant as specified in its charter) | ||
| New York | 1-12709 | 16-1482357 |
| --- | --- | --- |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 118 E. Seneca Street, PO Box 460, Ithaca New York | 14851 | |
| --- | --- | |
| (Address of Principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (607) 273-3210 | |
| --- | --- | |
| (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 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)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement 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 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 not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section
5 – Corporate Governance and Management
Item5.07 Submission of Matters to a Vote of Security Holders
(a) On Tuesday, May 5, 2020 Tompkins Financial Corporation (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). As a result of the ongoing COVID-19 pandemic and related restrictions on in-person gatherings, he meeting was conducted in a hybrid virtual meeting format. As of the close of business March 10, 2020, the record date for the meeting, 14,924,888 shares of the Company's common stock were issued and outstanding, of which 11,791,135 were represented at the Annual Meeting in person or by proxy, represent 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 thirteen (13) director nominees for terms expiring at the 2021 Annual Meeting;
(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, 2020.
Set forth below are the shareholder voting results with respect to each matter:
ProposalNo. 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 2021 Annual Meeting.
| Director | Number<br> of <br> Shares Voted For | Shares<br> Withheld | Broker<br> <br> Non-Votes | |||
|---|---|---|---|---|---|---|
| John<br> E. Alexander | 9,466,631 | 163,320 | 2,161,184 | |||
| Paul J. Battaglia | 9,573,779 | 56,172 | 2,161,184 | |||
| Daniel J. Fessenden | 9,325,193 | 304,758 | 2,161,184 | |||
| James W. Fulmer | 9,473,689 | 156,262 | 2,161,184 | |||
| Patricia A. Johnson | 9,525,569 | 104,382 | 2,161,184 | |||
| Frank C. Milewski | 9,601,702 | 28,249 | 2,161,184 | |||
| Ita M. Rahilly | 9,603,439 | 26,512 | 2,161,184 | |||
| Thomas R. Rochon | 9,458,737 | 171,214 | 2,161,184 | |||
| Stephen S. Romaine | 9,538,935 | 91,016 | 2,161,184 | |||
| Michael H. Spain | 9,525,093 | 104,858 | 2,161,184 | |||
| Jennifer R. Tegan | 9,593,721 | 36,230 | 2,161,184 | |||
| Alfred J. Weber | 9,585,638 | 44,313 | 2,161,184 | |||
| Craig Yunker | 9,416,698 | 213,253 | 2,161,184 |
ProposalNo. 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<br> of<br><br> <br>Shares<br> Voted For | Number<br> of <br><br> Shares Voted Against | Number<br> of <br><br> Shares Abstaining | Broker<br> Non-Votes | |||
|---|---|---|---|---|---|---|
| 9,396,989 | 135,444 | 97,518 | 2,161,184 |
ProposalNo. 3 – Ratification of the Appointment of KPMG LLP as 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, 2020 was ratified by the following vote:
| Number<br> of<br><br> <br>Shares<br> Voted For | Number<br> of <br><br> Shares Voted Against | Number<br> of <br><br> Shares Abstaining | Broker<br> Non-Votes | |||
|---|---|---|---|---|---|---|
| 11,607,270 | 154,055 | 29,810 | 0 | |||
| Item 8.01 | Other Events | |||||
| --- | --- |
On May 11, 2020, the Company issued a press release announcing that Ita M. Rahilly had been elected to the Company’s Board of Directors at the Annual Meeting of Shareholders held on May 5, 2020. A copy of the press release is attached to this Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
EXHIBIT
INDEX
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release of Tompkins Financial<br> Corporation dated May 11, 2020 |
| 104 | Cover Page Interactive Data File<br> (embedded within the Inline XBRL document) |
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<br> FINANCIAL CORPORATION | |
|---|---|
| Date: May 11, 2020 | /S/<br> Stephen S. Romaine |
| Stephen S. Romaine | |
| President and CEO |
Tompkins Financial Corporation 8-K
EXHIBIT 99.1
News Release
For ImmediateRelease:
May 11, 2020
For more informationcontact:
Stephen S. Romaine, President & CEO
Tompkins Financial Corporation (888) 503-5753
WITH PHOTO – Ita Rahilly shot.jpg
Ita M. Rahilly joins Tompkins Financial Corporation
Board of Directors
ITHACA, NY - Tompkins Financial Corporation (NYSE American:TMP) - Tompkins Financial Corporation is pleased to welcome Ita M. Rahilly to the Tompkins Financial Corporation Board of Directors. Ms. Rahilly was officially elected at the Annual Meeting of Shareholders held on Tuesday, May 5, 2020. Ms. Rahilly will continue as a director of Tompkins Financial’s affiliate, Tompkins Mahopac Bank, where she has served since 2018.
Rahilly has served as a Tax Partner with the firm of RBT CPAs, LLP in Newburgh, NY since January, 2005. She is the Partner in charge of the firm’s tax division where she assists closely-held businesses and their shareholders and high net worth individuals in achieving their goals. Additionally, she is a member of the Governing Council of the American Institute of Certified Public Accountants (AICPA), President of the New York State Society of Certified Public Accountants (NYSSCPA), a member of the National Association of Estate Planners and Councils (NAEPC), and the Hudson Valley Estate Planning Council.
Dr. Thomas R. Rochon, Chairman of Tompkins Financial, stated, “We are very pleased to welcome Ita to the Tompkins Financial Board of Directors. She is highly regarded by clients and peers and widely recognized for her expertise in estates, trusts, succession planning, corporate partnerships, international taxation, and non-profit information reporting. I have appreciated Ita’s contributions and insights on the Tompkins Mahopac Bank board over the past two years; they have been vital to the success of the Hudson Valley communities that we serve and I look forward to her bringing her expertise to the Corporate board.”
Steve Romaine, President and CEO of Tompkins Financial Corporation, stated, “We believe Ita’s qualifications to sit on our Board of Directors include her 25 years of experience dealing with financial and accounting matters for complex organizations. She has acquired a deep understanding of the Hudson Valley business environment during her years of working with commercial clients in the region.”
Rahilly has her Bachelor of Business Administration in Accounting from the University of Notre Dame.
Tompkins Financial Corporation is a financial services company serving the Central, Western, and Hudson Valley regions of New York and the Southeastern region of Pennsylvania. Headquartered in Ithaca, NY, Tompkins Financial is parent to Tompkins Trust Company, Tompkins Bank of Castile, Tompkins Mahopac Bank, Tompkins VIST Bank, Tompkins Insurance Agencies, Inc., and offers wealth management services through Tompkins Financial Advisors. For more information on Tompkins Financial, visit www.tompkinsfinancial.com.