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

M&T Bank Corporation 2022 Annual Meeting of Shareholders

M&T Bank Corporation ("M&T") held its 2022 Annual Meeting of Shareholders on April 25, 2022. At the 2022 Annual Meeting, shareholders approved all of the Board of Directors' proposals, which included: (i) the election of seventeen (17) directors of M&T, for one-year terms and until their successors are elected and qualified; (ii) the approval of the 2021 compensation of M&T's Named Executive Officers; and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2022.

The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are described below. Abstentions and broker non-votes (if applicable) were counted for purposes of determining whether a quorum was present but were not treated as votes cast. Therefore, abstentions and broker non-votes (if applicable) did not have the effect of a vote for or against such proposal and were not counted in determining the number of votes required for approval.

The following table reflects the tabulation of the final votes with respect to each director who was elected at M&T's 2022 Annual Meeting (Proposal 1):



Nominee                            For            Against        Abstain   Broker Non-Votes
John P. Barnes                  105,306,104        2,513,587     190,396      9,688,305
Robert T. Brady                 102,096,667        5,684,423     228,997      9,688,305
Calvin G. Butler, Jr.           103,877,170        3,954,387     178,530      9,688,305
Jane Chwick                     106,996,903          819,905     193,279      9,688,305
William F. Cruger, Jr.          107,292,896          505,245     211,946      9,688,305
T. Jefferson Cunningham III     104,734,878        3,055,329     219,881      9,688,305
Gary N. Geisel                   99,295,287        8,136,310     578,491      9,688,305
Leslie V. Godridge              107,202,344          625,192     182,552      9,688,305
René F. Jones                   103,431,975        3,948,526     629,586      9,688,305
Richard H. Ledgett, Jr.         107,175,180          648,537     186,371      9,688,305
Melinda R. Rich                 103,812,730        3,961,325     235,611      9,688,305
Robert E. Sadler, Jr.           104,773,051        3,014,680     222,356      9,688,305
Denis J. Salamone               105,386,138        2,450,737     173,212      9,688,305
John R. Scannell                 55,423,154       52,390,628     196,306      9,688,305
Rudina Seseri                   107,186,635          640,323     183,129      9,688,305
Kirk W. Walters                 105,254,617        2,540,972     214,498      9,688,305
Herbert L. Washington           104,784,002        3,060,791     165,294      9,688,305



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The following table reflects the tabulation of the final votes with respect to the approval of the 2021 compensation of M&T's Named Executive Officers (Proposal 2):

For Against Abstain Broker Non-Votes 102,727,818 4,837,773 444,496 9,688,305

The following table reflects the tabulation of the final votes with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2022 (Proposal 3):



    For        Against    Abstain   Broker Non-Votes
111,393,145   6,183,203   122,044    Not Applicable


Item 8.01 Other Events.

M&T Board of Directors Committee Structure and Membership

At a meeting of M&T's Board of Directors (the "Board") held on April 19, 2022, the Board updated its committee structure and designated its committee membership, as set forth below, with such changes effective on April 25, 2022.

The Board approved the formation of two new committees, which replace the Nomination, Compensation and Governance Committee (the "NCG Committee"): the Compensation and Human Capital Committee and the Nomination and Governance Committee. These changes were made to allow the Board to enhance the effectiveness of its oversight of many important areas that have continued to grow in significance to M&T but have previously been within the purview of one only committee, the NCG Committee.

The Compensation and Human Capital Committee will provide oversight of executive compensation functions and succession planning, as well as review M&T's human capital strategies and diversity, equity and inclusion efforts, among other responsibilities. The Nomination and Governance Committee will assist the Board in identifying qualified and experienced directors, oversee corporate governance issues and review M&T's Environmental, Social and Governance (ESG) strategies and policies, among other responsibilities. The charters for both committees, along with other committee charters, are available on M&T's website at https://ir.mtb.com/corporate-governance.

The Board designated the membership of the Board's standing committees as set forth below. Each of the Audit Committee, Compensation and Human Capital Committee, Nomination and Governance Committee, and Risk Committee is comprised solely of directors who are independent under the standards established by the New York Stock Exchange and Securities and Exchange Commission ("SEC") and who meet other qualification requirements applicable to such committees as determined by the Board.



                           Board Committee Membership

Audit Committee                            Compensation and Human Capital Committee
Denis J. Salamone* (Chair)                 Gary N. Geisel (Chair)
William F. Cruger, Jr.*                    Melinda R. Rich
T. Jefferson Cunningham III                Herbert L. Washington
Herbert L. Washington
*"Audit committee financial expert"
under Item 407(d) of Regulation S-K of
the SEC



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Executive Committee                        Nomination and Governance Committee
Robert E. Sadler, Jr. (Chair)              Robert T. Brady (Chair)
Robert T. Brady                            Calvin G. Butler, Jr.
Gary N. Geisel                             John R. Scannell
René F. Jones

Risk Committee
Robert E. Sadler, Jr.† (Chair)
John P. Barnes†
Jane Chwick†
Leslie V. Godridge†
Richard H. Ledgett, Jr.
†"Risk management expert" under
Regulation YY of the Board of Governors
of the Federal Reserve System



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