MTBM&T Bank
Deals with insiders in the proxy filed 2026-03-10
Deals between MTB and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-04.
“Subsidiaries of FMR LLC (“Fidelity”) and State Street Corporation (“State Street”) were the beneficial owner of more than 5 percent of our common stock for all or part of 2025. We engage Fidelity Stock Plan Services LLC to provide administration and recordkeeping services for our stock plans, including our equity compensation awards and Employee Stock Purchase Program. In 2025, we paid fees of approximately $129,415 to Fidelity Stock Plan Services LLC. We have a contract with State Street Bank and Trust Company pursuant to which we leverage State Street’s network of foreign banks to settle foreign trades. In 2025, we paid fees of approximately $174,253 to State Street Bank and Trust Company. These relationships are in the ordinary course, at arms-length and unrelated to Fidelity’s or State Street’s ownership of M&T stock.”
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The whole section
4 paragraphs quoted as filed
“Related-Party Transactions Policy. The Board has adopted a written related-party transactions policy, which is reviewed annually by the N&G Committee. Under the policy, our executive officers, directors (and nominees), large shareholders, and their immediate family members (each a “Related Party”) may not enter into a transaction with M&T or a subsidiary in which the amount involved exceeds $120,000, and in which the Related Party has a direct or indirect material interest, without approval from the N&G Committee. Under certain circumstances, a related-party transaction may be brought before the Board for consideration, and the Board may elect to review any proposed related party transaction or designate another independent body of the Board to review the proposed transaction. Under the policy, Related Parties are deemed not to have a direct or indirect material interest in various types of transactions, including certain compensation provided in connection with the discharge of duties; indemnification or advancement of expenses; charitable contributions; transactions involving competitive bids; ordinary course loans and other ordinary course deposit, banking, commercial, fiduciary or other financial services relationships; and transactions in which a Related Party’s interest derives solely from his or her service as a director of another entity or from certain equity interests.”
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“Our N&G Committee (or Board or other independent body of the Board) will take into account the following factors, as appropriate, among other factors it deems appropriate in approving or rejecting a proposed transaction: (i) the benefits to M&T and whether the transaction is consistent with the interests of M&T and its shareholders; (ii) whether the transaction would impair the independence of an otherwise independent non-employee director; (iii) the availability of other sources for comparable products or services; (iv) whether the terms of the transaction are fair to M&T and on the same basis as would apply if the transaction did not involve a Related Party; and (v) whether the transaction would present an improper conflict of interest.”
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“Certain Transactions with Related Parties. Tyler Barnes, the son of one of our directors (John P. Barnes) is employed as a non-executive officer employee of M&T Bank. The compensation of Tyler Barnes was established by M&T Bank in accordance with its compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions, and without the involvement of John P. Barnes. During 2025, Tyler Barnes earned less than $300,000 in total compensation from M&T Bank. His compensation is within the range for M&T Bank employees within the same grade and with the same title or within the same geography as each person. Tyler Barnes also participates in company benefit plans available to all other employees in similar positions.”
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“Subsidiaries of FMR LLC (“Fidelity”) and State Street Corporation (“State Street”) were the beneficial owner of more than 5 percent of our common stock for all or part of 2025. We engage Fidelity Stock Plan Services LLC to provide administration and recordkeeping services for our stock plans, including our equity compensation awards and Employee Stock Purchase Program. In 2025, we paid fees of approximately $129,415 to Fidelity Stock Plan Services LLC. We have a contract with State Street Bank and Trust Company pursuant to which we leverage State Street’s network of foreign banks to settle foreign trades. In 2025, we paid fees of approximately $174,253 to State Street Bank and Trust Company. These relationships are in the ordinary course, at arms-length and unrelated to Fidelity’s or State Street’s ownership of M&T stock.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗