Current Report Filing (8-k)
14 Mai 2018 - 7:54PM
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)
|
May
8, 2018
|
Tompkins
Financial Corporation
|
(Exact
name of registrant as specified in its charter)
|
New
York
|
1-12709
|
16-1482357
|
(State or other jurisdiction
|
(Commission
|
(IRS Employer
|
of incorporation)
|
File Number)
|
Identification No.)
|
118 E. Seneca Street,
P.O. Box 460, Ithaca, New York
|
|
14851
|
(Address of Principal executive offices)
|
|
(Zip
Code)
|
Registrant’s telephone
number, including area code
|
(607)
273-3210
|
The
Commons
(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
|
(a)
|
On Monday, May 8, 2018 Tompkins Financial Corporation (the “Company”) held its 2018 Annual Meeting of Shareholders
(the “Annual Meeting”). As of the close of business March 12, 2018, the record date for the meeting, 15,299,528 shares
of the Company's common stock were issued and outstanding, of which 12,66,403 were represented at the Annual Meeting in person
or by proxy, and this amount represented a quorum.
|
|
(b)
|
Shareholders voted on the following matters at the Annual Meeting:
|
|
(1)
|
Shareholders elected twelve (12) director nominees for terms expiring at the 2019 Annual Meeting;
|
|
(2)
|
Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers
(the “Say on Pay” vote);
|
|
(3)
|
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, 2018.
|
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
|
|
Number of
Shares Voted For
|
|
Shares Withheld/Abstaining
|
|
Broker Non-Votes
|
John E. Alexander
|
|
|
10,152,827
|
|
|
|
130,461
|
|
|
|
|
2,383,115
|
|
Paul J. Battaglia
|
|
|
10,212,462
|
|
|
|
70,827
|
|
|
|
|
2,383,115
|
|
Daniel J. Fessenden
|
|
|
10,076,683
|
|
|
|
206,606
|
|
|
|
|
2,383,115
|
|
James W. Fulmer
|
|
|
10,171,320
|
|
|
|
111,968
|
|
|
|
|
2,383,115
|
|
Susan A. Henry
|
|
|
10,199,287
|
|
|
|
84,002
|
|
|
|
|
2,383,115
|
|
Patricia A. Johnson
|
|
|
10,161,880
|
|
|
|
121,409
|
|
|
|
|
2,383,115
|
|
Frank C. Milewski
|
|
|
10,213,278
|
|
|
|
70,010
|
|
|
|
|
2,383,115
|
|
Thomas R. Rochon
|
|
|
10,018,803
|
|
|
|
264,485
|
|
|
|
|
2,383,115
|
|
Stephen S. Romaine
|
|
|
10,186,614
|
|
|
|
96,674
|
|
|
|
|
2,383,115
|
|
Michael H. Spain
|
|
|
10,170,055
|
|
|
|
113,233
|
|
|
|
|
2,383,115
|
|
Alfred J. Weber
|
|
|
10,094,760
|
|
|
|
188,528
|
|
|
|
|
2,383,115
|
|
Craig Yunker
|
|
|
10,033,603
|
|
|
|
249,685
|
|
|
|
|
2,383,115
|
|
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
|
|
Number of
Shares Voted Against
|
|
Number of
Shares Abstaining
|
|
Broker
Non-Votes
|
|
|
|
|
|
|
|
9,784,251
|
|
366,022
|
|
133,015
|
|
2,383,115
|
Proposal No. 3 – Ratification of the Appointment
of KPMG LLP as Independent Auditors of the Company for 2018
The Audit Committee’s appointment of KPMG LLP as the
Company’s independent registered public accounting firm for the year ending December 31, 2018 was ratified by the following
vote:
Number of
Shares Voted For
|
|
Number of
Shares Voted Against
|
|
Number of
Shares Abstaining
|
|
Broker
Non-Votes
|
|
|
|
|
|
|
|
12,492,971
|
|
86,458
|
|
86,974
|
|
0
|
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.
|
TOMPKINS FINANCIAL CORPORATION
|
|
|
|
|
|
|
Date: May 14,
2018
|
By:
|
/S/
Stephen S. Romaine
|
|
|
|
Stephen S. Romaine
|
|
|
President and CEO
|
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