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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 14, 2024

 

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 East Seneca Street  
P.O. Box 460, Ithaca New York   14851
(Address of Principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (888) 503-5753

 

 

(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 (17CFR 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 (17CFR 240.13e-4(c))

 

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, $0.10 par value TMP NYSE American, LLC

 

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.

 

(a)On Tuesday, May 14, 2024, Tompkins Financial Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business March 15, 2024, the record date for the Annual Meeting, 14,405,020 shares of the Company’s common stock were issued and outstanding, of which 11,562,258 were represented at the Annual Meeting in person or by proxy, and represented a quorum for the transaction of business at the Annual Meeting.

 

(b)Shareholders voted on the following matters at the Annual Meeting:

 

(1)Shareholders elected twelve (12) director nominees for terms expiring at the 2025 Annual Meeting of Shareholders;

 

(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, 2024.

 

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 2025 Annual Meeting of Shareholders.

 

Director   Number of Shares
Voted For		   Number of Shares
Withheld		   Broker Non-Votes
Nancy E. Catarisano   9,568,470   49,517   1,944,271
Janet M. Coletti   9,582,423   35,564   1,944,271
Daniel J. Fessenden   9,345,487   272,500   1,944,271
Patricia A. Johnson   9,406,911   211,076   1,944,271
Angela B. Lee   9,534,686   83,301   1,944,271
John D. McClurg   9,568,070   49,917   1,944,271
Ita M. Rahilly   9,570,189   47,798   1,944,271
Thomas R. Rochon   9,326,609   291,378   1,944,271
Stephen S. Romaine   9,441,679   176,308   1,944,271
Michael H. Spain   9,443,641   174,346   1,944,271
Jennifer R. Tegan   9,558,274   59,713   1,944,271
Alfred J. Weber   9,408,501   209,486   1,944,271

 

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
9,125,602   311,162   181,223   1,944,271

 

Proposal No. 3 – Ratification of the appointment of KPMG LLP as the Company’s Independent Auditors for 2024

 

The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified by the following vote:

 

Number of Shares

Voted For

  

Number of Shares

Voted Against

   Number of Shares
Abstaining		  
11,417,113   134,282   10,863  

 

 
 

 

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 15, 2024 /s/ Stephen S. Romaine
  Stephen S. Romaine
  President and CEO

 

 

 

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May 14, 2024
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Document Type 8-K
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Document Period End Date May 14, 2024
Entity File Number 1-12709
Entity Registrant Name Tompkins Financial Corporation
Entity Central Index Key 0001005817
Entity Tax Identification Number 16-1482357
Entity Incorporation, State or Country Code NY
Entity Address, Address Line One 118 East Seneca Street
Entity Address, Address Line Two P.O. Box 460
Entity Address, City or Town Ithaca
Entity Address, State or Province NY
Entity Address, Postal Zip Code 14851
City Area Code 888
Local Phone Number 503-5753
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.10 par value
Trading Symbol TMP
Security Exchange Name NYSEAMER
Entity Emerging Growth Company false
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