Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) The Board of Directors of M&T Bank Corporation adopted Amended and
Restated Bylaws, effective as of November 16, 2009. The Amended and Restated
Bylaws (the "bylaws") were adopted in order to implement a majority vote
standard in uncontested director elections. An amendment to Article I, Section 9
of the bylaws was adopted to change the vote standard for the election of
directors from plurality to a majority of the votes cast in favor or against the
election of a nominee. In contested elections where the number of nominees
exceeds the number of directors to be elected, the vote standard will continue
to be a plurality of votes cast by the holders of M&T Bank Corporation stock
entitled to vote.
In an uncontested election, if a nominee who already serves as a director
is not elected, such director will tender his or her resignation to the Board of
Directors. The independent members of the Board of Directors will act on the
tendered resignation and publicly disclose and explain their decision within
90 days from the date of the certification of the election results. In making
their decision, the independent members of the Board of Directors may consider
any factors or other information that they consider appropriate and relevant,
including the recommendation of the Nomination, Compensation and Governance
Committee of the Board of Directors. The director who tenders his or her
resignation will not participate in the recommendation of the Nomination,
Compensation and Governance Committee or the decision of the independent members
of the Board of Directors. If the failure of a nominee to be elected at the
annual meeting results in a vacancy on the Board of Directors, that vacancy may
be filled by the Board of Directors pursuant to the provisions of Article II,
Section 6 of the bylaws or the Board of Directors may decrease the size of the
Board of Directors pursuant to the provisions of Article II, Section 1 of the
bylaws.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
3.5 M&T Bank Corporation Amended and Restated Bylaws, effective as of
November 16, 2009.
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