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 SecuritiesExchange Act of 1934
| Date of Report (Date of earliest event reported) | May 9, 2023 | |
|---|---|---|
| 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.) |
| 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 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 <br><br>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. ☐ | |
| --- |
Item5.07 Submission of Matters to a Vote of Security Holders.
| (a) | On<br> Tuesday, May 9, 2023, Tompkins Financial Corporation (the “Company”) held its<br> 2023 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of<br> business March 13, 2023, the record date for the Annual Meeting, 14,591,451 shares of the<br> Company’s common stock were issued and outstanding, of which 11,304,318 were represented<br> at the Annual Meeting in person or by proxy, and represented a quorum for the transaction<br> of business at the Annual Meeting. |
|---|---|
| (b) | Shareholders<br> voted on the following matters at the Annual Meeting: |
| --- | --- |
| (1) | Shareholders<br> elected fourteen (14) director nominees for terms expiring at the 2024 Annual Meeting of<br> Shareholders; |
| --- | --- |
| (2) | Shareholders<br> approved, on a non-binding advisory basis, the compensation paid to the Company’s named<br> executive officers (the “Say on Pay” vote); |
| --- | --- |
| (3) | Shareholders<br> approved, on a non-binding advisory basis, the frequency option of “EVERY YEAR”<br> as the preferred voting frequency for future Say on Pay votes; |
| --- | --- |
| (4) | Shareholders<br> approved an amendment to the Company’s 2019 Equity Incentive Plan to increase the number<br> of shares of common stock issuable under the plan; and |
| --- | --- |
| (5) | Shareholders<br> 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, 2023. |
| --- | --- |
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 2024 Annual Meeting of Shareholders.
| Director | Number<br> of Shares Voted For | Number<br> of Shares Withheld | Broker<br> Non-Votes |
|---|---|---|---|
| John<br> E. Alexander | 9,165,263 | 180,848 | 1,958,207 |
| Paul<br> J. Battaglia | 9,178,998 | 167,113 | 1,958,207 |
| Nancy<br> E. Catarisano | 9,306,081 | 40,030 | 1,958,207 |
| Daniel<br> J. Fessenden | 9,094,937 | 251,174 | 1,958,207 |
| James<br> W. Fulmer | 9,106,819 | 239,292 | 1,958,207 |
| Patricia<br> A. Johnson | 8,983,069 | 363,042 | 1,958,207 |
| Angela<br> B. Lee | 9,298,599 | 47,512 | 1,958,207 |
| John<br> D. McClurg | 9,305,454 | 40,657 | 1,958,207 |
| Ita<br> M. Rahilly | 9,285,293 | 60,818 | 1,958,207 |
| Thomas<br> R. Rochon | 8,939,858 | 406,253 | 1,958,207 |
| Stephen<br> S. Romaine | 9,226,722 | 119,389 | 1,958,207 |
| Michael<br> H. Spain | 9,178,903 | 167,208 | 1,958,207 |
| Jennifer<br> R. Tegan | 9,205,327 | 140,784 | 1,958,207 |
| Alfred<br> J. Weber | 9,031,553 | 314,558 | 1,958,207 |
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 Shares<br><br> <br>Voted<br> For | Number<br> of Shares<br><br> <br>Voted<br> Against | Number<br> of Shares Abstaining | Broker<br> Non-Votes |
|---|---|---|---|
| 6,725,617 | 2,535,906 | 84,588 | 1,958,207 |
ProposalNo. 3 – Advisory vote on the frequency of future advisory votes to approve the compensation paid to the Company’s Named ExecutiveOfficers
The option of “EVERY YEAR” was approved as the preferred voting frequency for future Say on Pay votes by the following vote:
| Number<br> of Shares Voted for Every One Year | Number<br> of Shares Voted for Every 2 Years | Number<br> of Shares Voted for Every 3 Years | Number<br> of Shares Abstaining | Broker<br> Non-Votes |
|---|---|---|---|---|
| 8,756,205 | 25,057 | 505,696 | 59,153 | 1,958,207 |
ProposalNo. 4 – Approval of an amendment to the Company’s 2019 Equity Incentive Plan
The amendment to the Company’s 2019 Equity Incentive Plan was approved by the following vote:
| Number<br> of Shares<br><br> <br>Voted<br> For | Number<br> of Shares<br><br> <br>Voted<br> Against | Number<br> of Shares Abstaining | Broker<br> Non-Votes |
|---|---|---|---|
| 8,864,848 | 433,867 | 47,396 | 1,958,207 |
ProposalNo. 5 – Ratification of the appointment of KPMG LLP as the Company’s Independent Auditors for 2023
The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified by the following vote:
| Number<br> of Shares<br><br> <br>Voted<br> For | Number<br> of Shares<br><br> <br>Voted<br> Against | Number<br> of Shares Abstaining |
|---|---|---|
| 11,127,671 | 155,073 | 21,574 |
(d) Consistent with its recommendation and the shareholder vote, the Company’s Board of Directors has determined that it will hold a Say on Pay vote every year, until the next shareholder vote on Say on Pay frequency.
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 11, 2023 | /s/ Stephen S. Romaine |
| Stephen S. Romaine | |
| President and CEO |