Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Election of Carlton J. Charles to the Board of Directors
On January 18, 2023, the Board of Directors of M&T Bank Corporation ("M&T")
elected Carlton J. Charles as a director of M&T. Upon his election, Mr. Charles
was appointed as a member of the Nomination and Governance Committee of the
Board of Directors of M&T. Mr. Charles was also elected as a director of M&T
Bank, M&T's principal banking subsidiary. The public announcement was made by
means of a news release, which is attached as Exhibit 99.1 to this Form 8-K and
is incorporated herein by reference.
As a non-employee director, Mr. Charles will participate in M&T's director
compensation program as described in M&T's 2022 proxy statement, which was filed
with the Securities and Exchange Commission on March 16, 2022. There are no
arrangements or understandings between Mr. Charles and any other person pursuant
to which he was selected as a director, and Mr. Charles does not have a direct
or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 News Release dated January 18, 2023
104 Cover Page Interactive Data file (embedded within the Inline XBRL
document)
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