8-K

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 7, 2019

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 E. Seneca Street, PO Box 460, Ithaca, New York	14851
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code  (607) 273-3210

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

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.☐

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

Section 5 – Corporate Governance and Management

Item 5.07

Submission of Matters to a Vote of Security Holders

(a) On Tuesday, May 7, 2019 Tompkins Financial Corporation (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business March 12, 2019, the record date for the meeting, 15,317,251 shares of the Company's common stock were issued and outstanding, of which 12,578,296 were represented at the Annual Meeting in person or by proxy, and this amount represented a quorum.

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

(1) Shareholders elected twelve (12) director nominees for terms expiring at the 2020 Annual Meeting;

(2) Shareholders approved the Company’s 2019 Equity Incentive Plan;

(3) Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (the “Say on Pay” vote);

(4) 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, 2019.

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 2020 Annual Meeting.

Director	Number of Shares Voted For	Shares Withheld	Broker Non-Votes
John E. Alexander	10,177,711	99,140	2,301,445
Paul J. Battaglia	10,231,152	45,699	2,301,445
Daniel J. Fessenden	10,110,274	166,578	2,301,445
James W. Fulmer	10,210,860	65,991	2,301,445
Patricia A. Johnson	10,189,217	87,635	2,301,445
Frank C. Milewski	10,244,629	32,222	2,301,445
Thomas R. Rochon	10,126,536	150,316	2,301,445
Stephen S. Romaine	10,217,588	59,263	2,301,445
Michael H. Spain	10,201,080	75,771	2,301,445
Jennifer R. Tegan	10,254,058	22,793	2,301,445
Alfred J. Weber	10,189,994	86,857	2,301,445
Craig Yunker	10,112,128	164,723	2,301,445

Proposal No. 2 – Approval of the Company’s 2019 Equity Incentive Plan

The Company’s 2019 Equity Incentive Plan was approved by the following vote:

Number of Shares Voted For	Number of Shares Voted Against	Number of Shares Abstaining	Broker Non-Votes
9,945,330	247,351	84,170	2,301,445

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Proposal No. 3 – 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
9,824,308	291,827	160,716	2,301,445

Proposal No. 4 – Ratification of the Appointment of KPMG LLP as Independent Auditors of the Company for 2019

The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 was ratified by the following vote:

Number of Shares Voted For	Number of Shares Voted Against	Number of Shares Abstaining	Broker Non-Votes
12,392,583	123,165	62,549	0

Item 8.01 Other Events

On May 13, 2019, the Company issued a press release announcing that Jennifer R. Tegan had been elected to the Company’s Board of Directors at the Annual Meeting of Shareholders held on May 7, 2019. A copy of the press release is attached to this Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits.

Exhibit Index 

Exhibit No.	Description
99.1	Press Release of Tompkins Financial Corporation dated May 13, 2019

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 13, 2019	By:	/s/ Stephen S. Romaine
		Stephen S. Romaine
		President and CEO

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EX-99.1

TOMPKINS FINANCIAL CORPORATION 8-K

Exhibit 99.1

News Release

For Immediate Release:

May 13, 2019

For more information contact:

Stephen S. Romaine, President & CEO

Tompkins Financial Corporation (888) 503-5753

WITH PHOTO – Tegan Head shot.jpg

Jennifer Tegan joins Tompkins Financial Corporation

Board of Directors

ITHACA, NY - Tompkins Financial Corporation (NYSE American: TMP) - Tompkins Financial Corporation is pleased to welcome Jennifer R. Tegan to the Tompkins Financial Corporation Board of Directors. Ms. Tegan was officially elected at the Annual Meeting of Shareholders held on Tuesday, May 7, 2019. Ms. Tegan will continue as a director of Tompkins Financial’s affiliate, Tompkins Trust Company, where she has served since 2016.

Since starting with Cayuga Venture Fund in 2002, Ms. Tegan has been working with, supporting and financing entrepreneurs in technology-based companies in the areas of communications equipment, social networking, semi-conductors, materials sciences, consumer products, and SAAS. As part of her role with Cayuga Venture Fund, she also serves on the corporate boards of GiveGab (Ithaca, NY), Venuebook (New York, NY), POM (Newark, NJ) and True Gault (New York, NY). In 2018, Ms. Tegan joined the board of directors of the National Venture Capital Association, the preeminent trade association advocating for public policy that supports the American entrepreneurial ecosystem. Ms. Tegan is past President and current Executive Committee Member of the Upstate Capital Association of New York Board (formerly, UVANY) a membership trade organization whose mission is to increase access to capital for entrepreneurs and companies in Upstate NY.

Thomas R. Rochon, Chairman of Tompkins Financial, stated, “We are very pleased to welcome Jennifer to the Tompkins Financial Board of Directors. She brings great experience, a strong reputation, and shares our board’s long term commitment to Tompkins Financial’s values and goals.”

Steve Romaine, President and CEO of Tompkins Financial Corporation, stated, “We believe Jennifer’s qualifications to sit on our Board of Directors include her executive experience in a leadership position at Cayuga Venture Fund, her service on the Tompkins Trust Company Board of Directors, and her involvement with economic development and other civic engagement in the Tompkins County region.”

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Ms. Tegan is also an active member of the Tompkins County community and serves on the Board of Tompkins County Area Development and the Board of the Elizabeth Ann Clune Montessori School of Ithaca. She also has served on the Board of the Tompkins Cortland Community College Foundation and on the Economic Development Committee for the Ithaca Urban Renewal Agency.

Tegan has her BA and MS in geology from Smith College and University of Cincinnati, respectively, and her MBA from Cornell University. She is a marathon runner and enjoys weightlifting, hiking, cross-country and downhill skiing. She lives in Ithaca with her husband and daughter. 

Tompkins Financial Corporation is a financial services company serving the Central, Western, and Hudson Valley regions of New York and the Southeastern region of Pennsylvania. Headquartered in Ithaca, NY, Tompkins Financial is parent to Tompkins Trust Company, Tompkins Bank of Castile, Tompkins Mahopac Bank, Tompkins VIST Bank, Tompkins Insurance Agencies, Inc., and offers wealth management services through Tompkins Financial Advisors. For more information on Tompkins Financial, visit www.tompkinsfinancial.com.

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