Current Report Filing (8-k)
11 Mai 2017 - 3:35PM
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
Date of Report (Date of earliest event reported)
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May 8, 2017
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Tompkins Financial Corporation
(Exact
name of registrant as specified in its charter)
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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|
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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 (17 CFR 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 (17 CFR 240.13e-4(c))
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. ☐
Section
5 – Corporate Governance and Management
Item
5.07 Submission of Matters to a Vote of Security Holders
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(a)
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On
Monday, May 8, 2017 Tompkins Financial Corporation (the “Company”) held its
2017 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close
of business March 10, 2017, the record date for the meeting, 15,255,611 shares of the
Company's common stock were issued and outstanding, of which 12,326,544 were represented
at the Annual Meeting in person or by proxy, and this amount represented a quorum.
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(b)
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Shareholders
voted on the following matters at the Annual Meeting:
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(1)
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Shareholders
elected twelve (12) director nominees for terms expiring at the 2018 Annual Meeting;
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(2)
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Shareholders
approved, on a non-binding advisory basis, the compensation paid to the Company’s
named executive officers (the “Say on Pay” vote);
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(3)
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Shareholders
approved, on a non-binding, advisory basis, the option of “EVERY YEAR” as
the preferred voting frequency for future Say on Pay votes; and
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(4)
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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, 2017.
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Set
forth below are the shareholder voting results with respect to each 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 2018 Annual Meeting.
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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10,010,322
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81,165
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2,235,057
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Paul J. Battaglia
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10,043,986
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47,501
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2,235,057
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Daniel J. Fessenden
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10,041,895
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49,592
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2,235,057
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James W. Fulmer
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10,030,612
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60,875
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2,235,057
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Susan A. Henry
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10,023,239
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68,248
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2,235,057
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Patricia A. Johnson
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10,039,078
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52,409
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2,235,057
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Frank C. Milewski
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10,042,444
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49,044
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2,235,057
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Thomas R. Rochon
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9,997,748
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93,739
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2,235,057
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Stephen S. Romaine
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10,035,864
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55,624
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2,235,057
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Michael H. Spain
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10,019,876
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71,612
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2,235,057
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Alfred J. Weber
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10,020,922
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70,565
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2,235,057
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Craig Yunker
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10,001,422
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90,066
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2,235,057
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Proposal
No. 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
of
Shares Voted For
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Number
of
Shares Voted Against
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Number
of
Shares Abstaining
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Broker
Non-Votes
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9,609,860
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367,715
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113,912
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2,235,057
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Proposal
No. 3 – Advisory vote on the frequency of future advisory votes to approve the compensation paid to the Company’s
Named Executive Officers.
The
option of “EVERY YEAR” was approved as the preferred voting frequency for future Say on Pay votes by the following
vote:
Number
of
Shares
Voted For
Every
Three Years
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Number
of
Shares
Voted For
Every
Two Years
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Number
of
Shares
Voted For
Every
One Year
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Number
of Shares
Abstaining
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1,902,643
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1,079,664
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6,868,746
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240,434
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Proposal
No. 4 – Ratification of the Appointment of KPMG LLP as Independent Auditors of the Company for 2017
The
Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year
ending December 31, 2017 was ratified by the following vote:
Number
of
Shares
Voted For
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Number
of
Shares
Voted Against
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Number
of
Shares
Abstaining
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Broker
Non-Votes
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12,131,679
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118,991
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75,875
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0
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(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.
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TOMPKINS FINANCIAL CORPORATION
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Date: May
10, 2017
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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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