M&T Bank 8-K 2026-04-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 21, 2026

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M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

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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 Instructions A.2. below):

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. ☐

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

M&T Bank Corporation 2026 Annual Meeting of Shareholders

M&T Bank Corporation (“M&T”) held its 2026 Annual Meeting of Shareholders on April 21, 2026 (the “Annual Meeting”).

At the Annual Meeting, shareholders approved all of the Board of Directors’ proposals, which included: (i) the election of twelve (12) directors of M&T, for one-year terms and until their successors have been elected and qualified; (ii) the approval of the 2025 compensation of M&T’s Named Executive Officers; (iii) the approval of the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan; and (iv) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2026. Each of the proposals is described in more detail in M&T’s 2026 Proxy Statement, which was filed with the Securities and Exchange Commission on March 10, 2026.

The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are presented below (rounded to the nearest whole number). 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 the election of each director nominee at the Annual Meeting (Proposal 1):

The following table reflects the tabulation of the final votes with respect to the approval of the 2025 compensation of M&T’s Named Executive Officers (Proposal 2):

The following table reflects the tabulation of the final votes with respect to the approval of the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (Proposal 3):

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, 2026 (Proposal 4):

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.