Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on June 16, 2021. At the Annual Meeting, the holders of the Company's common stock entitled to vote at the meeting: (1) elected Dawn H. Burlew, Robert N. Latella, Mauricio F. Riveros and Mark A. Zupan, PhD to serve as directors until the Company's 2024 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified ("Proposal 1"); (2) approved the non-binding, advisory vote on compensation paid to the Company's named executive officers for the fiscal year ended December 31, 2020, as described in the "Compensation Discussion and Analysis," executive compensation tables and narrative disclosures in the Company's proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2021 ("Proposal 2"); (3) approved the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Proposal 3"); and, (4) ratified the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 ("Proposal 4").

The certified voting results were as follows:

Proposal 1 - Election of Directors

Dawn H. Burlew

FOR: 12,085,293

WITHHELD: 394,663

BROKER NON-VOTES: 1,804,252

Robert N. Latella

FOR: 11,980,211

WITHHELD: 499,745

BROKER NON-VOTES: 1,804,252

Mauricio F. Riveros

FOR: 12,118,565

WITHHELD: 361,391

BROKER NON-VOTES: 1,804,252

Mark A. Zupan, PhD

FOR: 12,117,367

WITHHELD: 362,589

BROKER NON-VOTES: 1,804,252

Proposal 2 - Advisory Vote on Executive Compensation



FOR: 10,942,898

AGAINST: 1,416,080

ABSTAIN: 120,978

BROKER NON-VOTES: 1,804,252



Proposal 3 - Approval of the Financial Institutions, Inc. Amended and Restated
2015 Long-Term Incentive Plan

FOR: 10,729,547

AGAINST: 1,733,819

ABSTAIN: 16,590

BROKER NON-VOTES: 1,804,252

Proposal 4 - Ratification of Independent Registered Public Accounting Firm



FOR: 13,996,811

AGAINST: 281,882

ABSTAIN: 5,515

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