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 20, 2026

 

 

Financial Institutions, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

New York			0-26481	16-0816610
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
220 Liberty Street
Warsaw, New York				14569
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 585 786-1100

 

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		FISI		Nasdaq Global Select Market

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.

Financial Institutions, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 20, 2026. At the Annual Meeting, shareholders considered three proposals as described in the Company’s 2026 Proxy Statement filed on April 6, 2026 (the “2026 Proxy”). As of March 23, 2026, the record date, there were 19,684,776 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting.

The final results of the voting on the matters submitted to shareholders at the Annual Meeting are set forth below.

Proposal 1. Election of Directors. Shareholders elected David P. Bovenzi, Andrew W. Dorn, Jr., Steven C. Finch, Robert M. Glaser, and Susan R. Holliday to serve as directors until the Company’s 2029 Annual Meeting of Shareholders, and until their respective successors are duly elected and qualified.

DIRECTOR NOMINEE		FOR				WITHHELD				BROKER NON-VOTES
David P. Bovenzi			14,164,893				1,273,006				2,263,471
Andrew W. Dorn, Jr.			13,863,041				1,574,858				2,263,471
Steven C. Finch			14,141,874				1,296,025				2,263,471
Robert M. Glaser			13,734,999				1,702,900				2,263,471
Susan R. Holliday			13,860,432				1,577,467				2,263,471

 

Proposal 2. Advisory Vote to Approve the Compensation of our Named Executive Officers. Shareholders approved an advisory (non-binding) vote on the compensation of the Company’s named executive officers (“Say-on-Pay”) as described in the 2026 Proxy.

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	13,784,109				1,541,347				112,443				2,263,471

 

Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

FOR				AGAINST				ABSTAIN
	17,157,943				522,914				20,513

 

 

SIGNATURES

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 thereunto duly authorized.

			Financial Institutions, Inc.
Date:	May 21, 2026	By:	/s/ Samuel J. Burruano, Jr.
			Samuel J. Burruano, Jr. Executive Vice President, Chief Legal Officer      and Corporate Secretary