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): March 23, 2023

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:

☐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 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 8.01 Other Events.

Financial Institutions, Inc. (the “Company”) has determined that the Annual Meeting will be held on Wednesday, June 21, 2023 at 10:00 a.m. EDT. The meeting will be held in a virtual format only, via live webcast. The record date for the Annual Meeting is Monday, April 24, 2023. Further details regarding the Annual Meeting, including how to participate, will be included in the Company's Proxy Statement and Notice of Annual Meeting of Shareholders to be made available to shareholders and filed with the Securities and Exchange Commission on or about April 27, 2023.

On March 23, 2023, the Company issued a press release announcing the date, time and location of the Annual Meeting. A copy of this

press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description	Location
99.1	Press Release issued by Financial Institutions, Inc. on March 23, 2023	Filed Herewith
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 thereunto duly authorized.

			Financial Institutions, Inc.
Date:	March 23, 2023	By:	/s/ Samuel J. Burruano, Jr.
			Samuel J. Burruano, Jr. Executive Vice President, Chief Legal Officer      and Corporate Secretary

EX-99

 

Financial Institutions, Inc. Announces

2023 Annual Meeting Date

WARSAW, N.Y. – March 23, 2023 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), the parent company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC, Courier Capital, LLC and HNP Capital, LLC, today announced that Wednesday, June 21st, has been established as the date of its 2023 Annual Meeting of Shareholders. The meeting will be held in a virtual format only, via live webcast, beginning at 10:00 am Eastern Time.

The record date for voting at the Annual Meeting will be April 24, 2023. Further details regarding the Annual Meeting, including how to participate, will be included in the Financial Institutions, Inc. Proxy Statement and Notice of Annual Meeting of Shareholders to be made available to shareholders and filed with the Securities and Exchange Commission on or about April 27, 2023.

About Financial Institutions, Inc.

Financial Institutions, Inc. (NASDAQ: FISI) is an innovative financial holding company with approximately $5.8 billion in assets offering banking, insurance and wealth management products and services through a network of subsidiaries. Its Five Star Bank subsidiary provides consumer and commercial banking and lending services to individuals, municipalities and businesses through its Western and Central New York branch network and has commercial loan production offices in Syracuse, NY and Baltimore, MD, serving the Central New York and Mid-Atlantic regions, respectively. SDN Insurance Agency, LLC provides a broad range of insurance services to personal and business clients, while Courier Capital, LLC and HNP Capital, LLC offer customized investment management, consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans. Learn more at five-starbank.com and www.FISI-Investors.com.

Investor and Media Contact:

Pamela A. Kennard

(585) 584-1549

pakennard@five-starbank.com

XML

Document And Entity Information	Mar. 23, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 23, 2023
Entity Registrant Name	Financial Institutions, Inc.
Entity Central Index Key	0000862831
Entity Emerging Growth Company	false
Securities Act File Number	0-26481
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	16-0816610
Entity Address, Address Line One	220 Liberty Street
Entity Address, City or Town	Warsaw
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14569
City Area Code	585
Local Phone Number	786-1100
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	FISI
Security Exchange Name	NASDAQ