On April 15, 2025, M&T Bank Corporation (NYSE: MTB) concluded its 2025 Annual Meeting of Shareholders in Buffalo, New York. Shareholders decisively ratified all proposals set forth by the Board of Directors. This robust outcome underscores a consistent endorsement of the bank’s governance and executive compensation framework despite a dynamic macroeconomic environment.
Source: SEC 8-K Filing
All 14 director nominees were elected to one-year terms, receiving strong support. Notably, Jane Chwick led with over 98% of votes cast in her favor (132,432,901 for, 1,419,619 against). Even the least-favored candidate, René F. Jones, secured over 93% approval (126,164,035 for, 7,457,450 against). The aggregate broker non-votes for each director were 14,182,993, affirming high shareholder engagement.
Director election statistics: - Highest approval: Leslie V. Godridge (133,430,068 for, 392,780 against) - Lowest approval: René F. Jones (126,164,035 for, 7,457,450 against) - Average support across nominees: Greater than 95%
These outcomes mirror sentiments expressed in previous earnings calls where management repeatedly referenced stability and experience at the board level as a competitive differentiator. For instance, CEO René F. Jones emphasized in the Q4 2024 call: “Our focus on prudent governance and leadership continuity provides long-term value for shareholders.” ([Q4 2024 transcript excerpt])
The advisory vote on 2024 Named Executive Officer compensation was approved by more than 93% of votes cast (126,400,291 for, 7,366,862 against, 459,009 abstain). This high approval rate substantiates past statements regarding the alignment of pay practices with shareholder interests – a key theme raised in M&T’s recent annual reports and quarterly calls.
Compensation outcome highlights:
- For: 126,400,291
- Against: 7,366,862
- Abstain: 459,009
- Broker non-votes: 14,182,993
In line with Q1 2024 management comments: “We maintain one of the most shareholder-aligned executive compensation programs in the regional banking sector,” according to CFO Daryl Tyler ([Q1 2024 transcript]).
PricewaterhouseCoopers LLP was ratified as M&T’s independent auditors for the fiscal year ending December 31, 2025. Shareholder approval was overwhelming, with over 142.3 million votes for and just 5.8 million against. This level of ratification (over 95%) reflects historical trust in the firm’s oversight, as echoed in recent management discussions on regulatory compliance and operational integrity.
Quorum: All proposals met quorum requirements, with abstentions and broker non-votes not impacting outcomes.
Registered Securities: Shareholders voted on three NYSE-listed securities: Common Stock (MTB), Series H Preferred (MTBPrH), and Series J Preferred (MTBPrJ).
Voting Power: The high turnout and consensus highlight a well-engaged and broadly supportive investor base.
Recent M&T earnings calls have focused on disciplined risk management, with directors and executives reinforcing a commitment to transparency and shareholder responsiveness. The board’s composition, executive pay philosophy, and auditor oversight were all affirmed in both Q4 2024 and Q1 2025 transcripts as strategic priorities to support sustainable growth and regulatory adherence.
“This year’s annual meeting outcomes reflect continuity, accountability, and a strong alignment with investor expectations.” – CEO René F. Jones ([Q4 2024 earnings call])
M&T Bank Corporation’s 2025 Annual Meeting results provide authoritative evidence of robust shareholder support for director elections, executive compensation, and independent audit oversight. These fundamental governance pillars serve as technical benchmarks for regional banking sector best practices, amplifying M&T’s reputation for transparent leadership and prudent management—a consistent theme observed in the company’s regular financial disclosures and investor communications.
Read the full source document: SEC 8-K Filing
Tags: M&T Bank corporate governance, 2025 proxy results, executive compensation, director election, audit ratification