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): June 16, 2022

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

1-9861	16-0968385
(Commission File Number)	(I.R.S. Employer Identification No.)

One M&T Plaza, Buffalo, New York	14203
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (716) 635-4000

(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 (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))

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

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Common Stock, $.50 par value	MTB	New York Stock Exchange
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H	MTBPrH	New York Stock Exchange

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On June 16, 2022, M&T Bank Corporation (“M&T”) announced that Richard S. Gold, M&T’s president and chief operating officer, will retire effective after the first quarter of 2023. Mr. Gold intends to remain on the Board of Directors of M&T’s principal subsidiary, M&T Bank.

A copy of the press release with the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated June 16, 2022
104	Cover Page Interactive Data file (embedded within the Inline XBRL document)

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 hereunto duly authorized.

M&T BANK CORPORATION
By:	/s/ Laura O’Hara
	Name:	Laura O’Hara
	Title:	Senior Executive Vice President and Chief Legal Officer

Date: June 16, 2022

EX-99.1

Exhibit 99.1

M&T Bank Corporation President and Chief Operating Officer Rich Gold Announces Retirement

BUFFALO, N.Y., June 16, 2022 – Richard (“Rich”) Gold, president and chief operating officer for M&T Bank Corporation (NYSE: MTB) has announced his intention to retire, effective after the first quarter of 2023. Gold plans to remain on the Board of Directors of M&T Bank.

“It’s difficult to overstate Rich’s impact on our company, said René Jones, chairman and CEO of M&T. “It has been his life’s work to instill and perpetuate a culture that we all take pride in—one that allows us to operate with a sense of purpose and feel as though we are a part of something larger. That focus on culture, coupled with a keen ability to identify and cultivate leaders, has ensured that we have an outstanding talent base to carry our purpose forward and continue to make a difference in people’s lives.”

After joining the bank in 1989, Rich held management positions in Retail Banking, Business Banking, Mortgage, Consumer Lending and Marketing. In 2014, he was named vice chairman and took on the role of chief risk officer. In 2017, he was named president and chief operating officer—the culmination of a career spanning five decades during which the bank experienced exponential growth, expanding its footprint to include 12 states and the District of Columbia.

Before joining M&T Bank, Gold held positions in cash management and operations at Bankers Trust Company, and marketing and product development at Citibank. He earned a Bachelor of Science from Cornell University School of Industrial and Labor Relations and a Master of Business Administration from New York University Stern School of Business.

Gold has long been committed to supporting both the Western New York Community and the broader banking industry. He currently holds positions on the Boards of Directors of the Westminster Foundation, the Buffalo Niagara Partnership and the Consumer Bankers Association, and has previously served on the boards of the United Way of Buffalo and Erie County, Shea’s Performing Arts Center and Buffalo Seminary. He also serves on the Dean’s Advisory Council at the University at Buffalo School of Management, where he is an adjunct professor, teaching Organizational Behavior Management.

About M&T

M&T Bank Corporation is a financial holding company headquartered in Buffalo, New York. M&T’s principal banking subsidiary, M&T Bank, provides banking products and services in 12 states across the eastern U.S. from Maine to Virginia and Washington, D.C. Trust-related services are provided in select markets in the U.S. and abroad by M&T’s Wilmington Trust-affiliated companies and by M&T Bank. For more information on M&T Bank, visit www.mtb.com.

Media Contact:

Head of Corporate Communications:

Maya Dillon

(646) 735-1958

mdillon@wilmingtongtrust.com

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XML

Document and Entity Information	Jun. 16, 2022
Document And Entity Information [Line Items]
Entity Registrant Name	M&T BANK CORP
Amendment Flag	false
Entity Central Index Key	0000036270
Document Type	8-K
Document Period End Date	Jun. 16, 2022
Entity Incorporation State Country Code	NY
Entity File Number	1-9861
Entity Tax Identification Number	16-0968385
Entity Address, Address Line One	One M&T Plaza
Entity Address, City or Town	Buffalo
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14203
City Area Code	(716)
Local Phone Number	635-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $.50 par value
Trading Symbol	MTB
Security Exchange Name	NYSE
Series H Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Perpetual Fixed-to-Floating RateNon-Cumulative Preferred Stock, Series H
Trading Symbol	MTBPrH
Security Exchange Name	NYSE