Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2016, Financial Institutions, Inc. (the "Company" or "FISI") held its 2016 Annual Meeting of Shareholders (the "2016 Annual Meeting") to vote on the following matters, which are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 19, 2016 (the "Proxy Statement"): (i) to elect four directors, each to serve until FISI’s 2019 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified ("Proposal 1"); (ii) to vote on a non-binding, advisory resolution to approve the compensation paid to FISI’s named executive officers for the fiscal year ended December 31, 2015, as described in the "Compensation Discussion and Analysis," executive compensation tables and enclosed narrative disclosures in the Proxy Statement ("Proposal 2"); and (iii) to vote on a proposal to ratify the appointment of KPMG LLP as FISI’s independent registered public accounting firm for the fiscal year ending December 31, 2016 ("Proposal 3").
The FISI Board of Directors (the "FISI Board") nominated and recommended Martin K. Birmingham, Samuel M. Gullo, Kim E. VanGelder, and James H. Wyckoff for election as directors. As previously disclosed, Clover Partners, L.P. ("Clover Partners"), an activist hedge fund based in Dallas, Texas, nominated and pursued a proxy contest seeking the election of Johnny Guerry and Terrell T. Philen, Jr. in opposition to FISI’s director nominees. Accordingly, there were six nominees standing for election at the 2016 Annual Meeting for four director positions.
On June 7, 2016, IVS Associates, Inc. ("IVS"), the firm that was appointed by the FISI Board to serve as the independent inspector of elections for the 2016 Annual Meeting, delivered its certified voting results, which reported that all four of the FISI Board’s nominees were elected, none of Clover Partners’ nominees were elected and shareholders had approved Proposal 2 and Proposal 3. IVS also reported that 13,079,581 shares of FISI’s common stock entitled to vote at the 2016 Annual Meeting were represented in person or by proxy, constituting a quorum consisting of over 90% of the shares of the common stock entitled to vote at the 2016 Annual Meeting.
Set forth below are the final certified voting results for the proposals acted upon at the 2016 Annual Meeting as provided by IVS:
Proposal 1: To elect four directors, each to serve until the Company’s 2019 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified
Martin K. Birmingham
FOR: 11,430,933
WITHHELD: 1,648,648
Samuel M. Gullo
FOR: 9,505,819
WITHHELD: 174,732
Kim E. VanGelder
FOR: 9,621,369
WITHHELD: 59,182
James H. Wyckoff
FOR: 11,271,562
WITHHELD: 1,808,019
Johnny Guerry
FOR: 3,379,323
WITHHELD: 19,707
Terrell T. Philen, Jr.
FOR: 3,379,323
WITHHELD: 19,707
The terms of the following directors continued after the 2016 Annual Meeting: Karl V. Anderson, Jr., John E. Benjamin, Andrew W. Dorn, Jr., Robert M. Glaser, Susan R. Holliday, Erland E. Kailbourne and Robert N. Latella.
Proposal 2: To vote on a non-binding, advisory resolution to approve the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2015, as described in the "Compensation Discussion and Analysis," executive compensation tables and enclosed narrative disclosures in the Proxy Statement
FOR: 9,499,941
AGAINST: 3,528,752
ABSTAIN: 50,888
Proposal 3: To vote on a proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016
FOR: 12,904,661
AGAINST: 158,176
ABSTAIN: 16,744
Brokers did not have discretionary voting authority on any matter before the 2016 Annual Meeting and, as a result, there were zero broker non-votes on Proposal 1, Proposal 2 and Proposal 3.