M&T Bank Corporation: 2025 Annual Meeting Results Highlight Strong Governance, Robust Shareholder Support, and Capital Discipline
Link to Source 8-K: SEC Filing
M&T Bank Corporation (NYSE: MTB) conducted its 2025 Annual Meeting of Shareholders on April 15, 2025. The meeting yielded robust support for all Board of Directors’ proposals, confirming M&T’s exemplary standards in corporate governance and shareholder engagement. Notably, the annual meeting results reinforced key trends underscored in previous earnings calls—namely, M&T’s ongoing focus on prudent capital management, consistent dividend growth, and transparent stewardship.
Director Elections: Shareholders elected all 14 directors, each receiving strong support. For example, Leslie V. Godridge garnered 133,430,068 votes FOR versus 392,780 AGAINST, with only 403,314 abstentions, and 14,182,993 broker non-votes. The weakest margin (René F. Jones) still saw a commanding majority: 126,164,035 FOR to 7,457,450 AGAINST (Source: 8-K Exhibit).
Say-on-Pay: Compensation for Named Executive Officers was overwhelmingly approved, with 126,400,291 votes FOR (over 92% of cast votes), highlighting investor alignment with management’s pay strategies.
Auditor Ratification: PricewaterhouseCoopers LLP was ratified as independent auditor with 142,321,976 votes FOR, just 5,817,644 AGAINST, and 269,535 abstentions.
Earnings calls from 2023 through 2024 consistently emphasized: - Capital Strength: M&T ended 2024 with a Common Equity Tier 1 (CET1) ratio of 11.67% and targets approximately 11% for 2025. As stated by CFO Daryl Bible, “Our capital, coupled with limited investment security marks, has been a clear differentiator for M&T.” (MTB Q4 2024 Earnings Call) - Shareholder Capital Return Discipline: Despite economic uncertainty, M&T prioritized tangible book value growth and withheld buybacks until macroeconomic stability was clearer. “Buybacks have always been part of our core capital distribution strategy and will again in the future,” noted Bible. - Dividend Growth: M&T maintains a long history of raising shareholder dividends, aiming for consistent annual increases. - Governance and Social Responsibility: The 2024 annual sustainability report and inaugural sustainability bond issuance reconfirm M&T’s ESG commitments. “M&T’s success continues to be driven by our purpose, making a difference in people’s lives,” said CEO René Jones (MTB Q4 2024 Earnings Call).
CET1 Ratio (Common Equity Tier 1) as a measure of regulatory capital health
Broker Non-Votes: 14,182,993 for each director, indicating quorum presence but non-influence on results
Non-Cumulative Preferred Stock: Highlighted with Series H and Series J listed separately on the NYSE (MTBPrH, MTBPrJ)
Say-on-Pay: Binding shareholder advisory vote on executive compensation
Audit Ratification: Annual shareholder approval of registered public accounting firm
This annual meeting cements M&T Bank’s commitment to capital discipline, transparent governance, and ESG progress. The Board’s proposals passed decisively, echoing the trust affirmed by shareholders and reflected in sustained high CET1 ratios, prudent risk management, and continued returns to shareholders. As Daryl Bible succinctly stated in 2024: “We will return [capital]; it will come back to the shareholders at some point. We’re just going to do it in a very conservative manner, because that’s just who we are.”
For a detailed breakdown of the voting, corporate governance, and executive pay approval, see the official SEC filing for the 2025 Annual Meeting.
shareholder-voting-statistics, capital-management, executive-compensation, corporate-governance, sustainability-esg