Current Report Filing (8-k)
11 Mai 2016 - 9:06PM
Edgar (US Regulatory)
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
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Date of Report (Date of earliest event reported)
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May 9, 2016
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Tompkins Financial Corporation
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(Exact Name of Registrant as specified in Charter)
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New York
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1-12709
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16-1482357
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(
State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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The Commons, PO Box 460, Ithaca, New York
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14851
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(607) 273-3210
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(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))
Section 5 – Corporate Governance and
Management
Item 5.07 Submission of Matters to a Vote
of Security Holders
On Monday, May 9, 2016 Tompkins Financial Corporation (the “Company”)
held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business March 14, 2016, the
record date for the meeting, 15,022,239 shares of the Company's common stock were issued and outstanding, of which 12,306,335 were
represented at the Annual Meeting in person or by proxy, and this amount represented a quorum.
Shareholders voted on the following matters at the Annual Meeting:
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(1)
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Shareholders elected fourteen (14) director nominees for terms expiring at the 2017 Annual Meeting;
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(2)
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Shareholders approved the amendments to the Company’s 2009 Equity Plan, including the addition
of 700,000 shares for issuance thereunder and re-approval of the Internal Revenue Code Section 162(m) performance criteria, and
modifying certain plan provisions; and
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(3)
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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, 2016.
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Set forth below are the shareholder voting results with respect
to each such matter:
Proposal No. 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 2017 Annual Meeting.
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Director
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Number of
Shares Voted For
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Shares
Withheld/Abstaining
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Broker
Non-Votes
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John E. Alexander
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9,485,755
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312,354
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2,508,226
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Paul J. Battaglia
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9,694,932
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103,177
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2,508,226
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Daniel J. Fessenden
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9,702,552
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95,556
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2,508,226
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James W. Fulmer
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9,690,838
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107,270
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2,508,226
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Carl E. Haynes
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9,701,877
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96,232
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2,508,226
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Susan A. Henry
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9,691,277
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106,832
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2,508,226
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Patricia A. Johnson
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9,700,812
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97,296
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2,508,226
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Frank C. Milewski
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9,700,913
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97,196
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2,508,226
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Sandra A. Parker
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9,526,365
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271,743
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2,508,226
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Thomas R. Rochon
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9,514,269
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283,840
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2,508,226
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Stephen S. Romaine
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9,700,743
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97,366
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2,508,226
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Michael H. Spain
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9,683,211
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114,898
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2,508,226
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Alfred J. Weber
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9,699,859
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98,250
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2,508,226
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Craig Yunker
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9,509,650
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288,458
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2,508,226
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Proposal No. 2 – Approval of Amendments
to the Company’s 2009 Equity Plan, including the addition of 700,000 shares for issuance thereunder and re-approval of the
Internal Revenue Code Section 162(m) performance criteria
The Amendments to the Company’s 2009 Equity Plan, including
the addition of 700,000 shares for issuance thereunder and re-approval of the Internal Revenue Code Section 162(m) performance
criteria, were approved by the following vote:
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Number of
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Number of
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Number of
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Broker
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Shares Voted For
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Shares Voted Against
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Shares Abstaining
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Non-Votes
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8,398,175
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1,299,972
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99,958
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2,508,230
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Proposal No. 3 – Ratification of the Appointment of
KPMG LLP as Independent Auditors of the Company for 2016
The Audit Committee’s appointment of KPMG LLP as the Company’s
independent registered public accounting firm for the year ending December 31, 2016 was ratified by the following vote:
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Number of
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Number of
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Number of
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Broker
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Shares Voted For
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Shares Voted Against
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Shares Abstaining
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Non-Votes
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12,178,868
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88,921
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38,546
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0
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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.
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TOMPKINS FINANCIAL CORPORATION
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Date: May 11, 2016
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By
:
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/S/ Stephen S. Romaine
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Stephen S. Romaine
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President and CEO
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