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 12, 2014

 

Tompkins Financial Corporation

(Exact Name of Registrant as specified in Charter)

 

New York 1-12709 16-1482357
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

The Commons, 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 (17CFR 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 (17CFR 240.13e-4(c))

 

 
 

 

Section 5 – Corporate Governance and Management

 

Item 5.07    Submission of Matters to a Vote of Security Holders

 

On Monday, May 12, 2014 at 5:30 p.m., at the Country Club of Ithaca, 189 Pleasant Grove Road, Ithaca, New York, Tompkins Financial Corporation (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”). On March 14, 2014, the record date for the meeting, 14,825,564 shares of the Company's common stock were issued and outstanding, of which 12,205,480 were represented at the meeting in person or by proxy, and this amount represented a quorum.

 

Shareholders voted on the following matters:

 

(1)                   Shareholders elected sixteen (16) director nominees for terms expiring at the 2015 Annual Meeting;
   
(2)                   Shareholders ratified the selection of the independent registered public accounting firm, KPMG LLP, as the Company’s independent auditor for the fiscal year ending December 31, 2014; and,
   
(3)                   Shareholders cast an advisory vote on the 2013 executive compensation paid to the Company’s Named Executive Officers.

 

Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to each such 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 2015 Annual Meeting.

 

Director   

Number of

Shares Voted For

    Shares Withheld/Abstaining    

Broker

Non-Votes

 
                
John E. Alexander   9,746,578    120,140    2,338,763 
Paul J. Battaglia   9,771,357    95,360    2,338,763 
Daniel J. Fessenden   9,779,469    87,249    2,338,763 
James W. Fulmer   9,536,609    330,109    2,338,763 
James R. Hardie   9,544,481    322,236    2,338,763 
Carl E. Haynes   9,775,226    91,492    2,338,763 
Susan A. Henry   9,772,712    94,006    2,338,763 
Patricia A. Johnson   9,781,796    84,921    2,338,763 
Frank C. Milewski   9,779,224    87,493    2,338,763 
Sandra A. Parker   6,895,255    2,971,463    2,338,763 
Thomas R. Rochon   9,782,043    84,675    2,338,763 
Stephen S. Romaine   9,759,052    107,666    2,338,763 
Michael H. Spain   9,493,516    373,202    2,338,763 
William D. Spain, Jr.   9,182,029    684,688    2,338,763 
Alfred J. Weber   9,752,908    113,809    2,338,763 
Craig Yunker   9,744,379    122,339    2,338,763 

 

 
 

 

Proposal No. 2 – Ratification of the Selection of KPMG LLP as Independent Auditors of the Company for 2014

 

 

The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014 was ratified by the following vote:

 

Number of

Shares Voted For

Number of

Shares Against

Number of

Shares Abstaining

Broker

Non-Votes

       
12,096,909 56,338 52,233 0

 

Proposal No. 3 – Advisory vote on the 2013 executive compensation paid to our Named Executive Officers (NEOs).

 

The shareholders adopted a resolution approving, on an advisory basis, the 2013 executive compensation paid to our Named Executive Officers, by the following vote:

 

Number of

Shares Voted For

Number of

Shares Against

Number of

Shares Abstaining

Broker

Non-Votes

       
9,280,993 441,831 143,893 2,338,763

 

Section 8 – Other Events

 

Item 8.01    Other Events

 

At the Company’s Annual Meeting of Shareholders, it was announced that Thomas R. Rochon has been appointed Chairman of the Board.

 

 

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 15, 2014 By:   /s/ Stephen S. Romaine
    Stephen S. Romaine
    President and CEO