Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As previously announced by M&T Bank Corporation ("M&T") in a Form 8-K dated June 16, 2022, Richard S. Gold retired as M&T's president and chief operating officer, effective April 18, 2023. Mr. Gold continues to serve on the Board of Directors of M&T's principal subsidiary, M&T Bank.

Also as previously announced in M&T's Form 8-K dated December 14, 2022, Daryl Bible will join M&T as Chief Financial Officer ("CFO") in the second quarter of 2023. The effective date of Mr. Bible's appointment is expected to be June 1, 2023, at which time Darren King, M&T's current CFO, will assume an expanded set of responsibilities to include oversight of a portfolio of businesses, including retail and business banking, mortgage, and consumer lending.

Item 5.07 Submission of Matters to a Vote of Security Holders.

M&T Bank Corporation 2023 Annual Meeting of Shareholders

M&T held its 2023 Annual Meeting of Shareholders on April 18, 2023 (the "Annual Meeting"). At the Annual Meeting, shareholders approved all of the Board of Directors' proposals, which included: (i) the election of seventeen (17) directors of M&T, for one-year terms and until their successors are elected and qualified; (ii) the approval of the 2022 compensation of M&T's Named Executive Officers; (iii) the approval to hold future advisory votes on the compensation of M&T's Named Executive Officers annually; (iv) the approval of the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan; and (v) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2023.

The voting results for each proposal, including the votes for and against or withheld, and any abstentions or broker non-votes, are described below. Abstentions and broker non-votes (if applicable) were counted for purposes of determining whether a quorum was present but were not treated as votes cast. Therefore, abstentions and broker non-votes (if applicable) did not have the effect of a vote for or against such proposal and were not counted in determining the number of votes required for approval.



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The following table reflects the tabulation of the final votes with respect to each director who was elected at the Annual Meeting (Proposal 1):



Nominee                           For         Against        Abstain   Broker Non-Votes
John P. Barnes                131,028,327      3,583,774     247,912      15,127,817
Robert T. Brady               116,740,150     17,787,506     332,357      15,127,817
Carlton J. Charles            133,116,553      1,412,564     330,896      15,127,817
Jane Chwick                   132,934,212      1,595,630     330,170      15,127,817
William F. Cruger, Jr.        133,121,328      1,412,775     325,911      15,127,817
T. Jefferson Cunningham III   130,159,234      4,359,368     341,411      15,127,817
Gary N. Geisel                128,678,443      5,840,036     341,534      15,127,817
Leslie V. Godridge            133,679,368        857,288     323,357      15,127,817
René F. Jones                 127,319,172      6,789,857     750,984      15,127,817
Richard H. Ledgett, Jr.       133,538,772        987,015     334,226      15,127,817
Melinda R. Rich               130,644,594      3,910,392     305,028      15,127,817
Robert E. Sadler, Jr.         130,734,783      3,809,105     316,125      15,127,817
Denis J. Salamone             131,556,747      2,958,331     344,935      15,127,817
John R. Scannell              128,893,964      5,621,292     344,757      15,127,817
Rudina Seseri                 133,665,693        846,638     347,683      15,127,817
Kirk W. Walters               131,097,085      3,499,228     263,701      15,127,817
Herbert L. Washington         129,750,910      4,760,265     348,838      15,127,817

The following table reflects the tabulation of the final votes with respect to the approval of the 2022 compensation of M&T's Named Executive Officers (Proposal 2):

For Against Abstain Broker Non-Votes 125,262,973 8,866,177 731,354 15,127,817

The following table reflects the tabulation of the final votes with respect to the proposal on the frequency of holding future advisory votes on the compensation of M&T's Named Executive Officers (Proposal 3). M&T's Board of Directors (the "Board") unanimously recommended that the advisory vote on the compensation of M&T's Named Executive Officers occur annually as a corporate governance best practice, and M&T will include such a shareholder vote every year in its proxy materials until at least the next required vote on the frequency of such votes.



Every One Year   Every Two Years   Every Three Years   Abstain   Broker Non-Votes
 131,434,233         340,782           2,704,183       379,825      15,127,817



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The following table reflects the tabulation of the final votes with respect to approval of the amendment and restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (Proposal 4):

For Against Abstain Broker Non-Votes 128,486,800 5,811,576 562,128 15,127,817

The following table reflects the tabulation of the final votes with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2023 (Proposal 5):



    For        Against    Abstain   Broker Non-Votes
143,295,182   6,427,295   265,844    Not Applicable


Item 8.01 Other Events.

Board Committee Membership. At a meeting of the Board held after the Annual Meeting on April 18, 2023, the Board reappointed its committee membership as set forth below. Each of the Audit Committee, Compensation and Human Capital Committee, Nomination and Governance Committee, and Risk Committee is comprised solely of directors who are independent under the standards established by the New York Stock Exchange and Securities and Exchange Commission ("SEC") and who meet other qualification requirements applicable to such committees as determined by the Board. Each committee is governed by a written charter approved by the Board, and the charters are available on M&T's website at ir.mtb.com/corporate-governance.



                           Board Committee Membership

Audit Committee               Compensation and Human Capital Committee

Denis J. Salamone* (Chair) Gary N. Geisel (Chair) William F. Cruger, Jr.* Melinda R. Rich T. Jefferson Cunningham III Herbert L. Washington Herbert L. Washington

* "Audit committee financial expert" under Item 407(d) of Regulation S-K of the

SEC



Executive Committee              Nomination and Governance Committee
Robert E. Sadler, Jr. (Chair)    Robert T. Brady (Chair)
Robert T. Brady                  Carlton J. Charles
Gary N. Geisel                   John R. Scannell
René F. Jones
Melinda R. Rich

Risk Committee
Robert E. Sadler, Jr.† (Chair)
John P. Barnes†
Jane Chwick†
Leslie V. Godridge†
Richard H. Ledgett, Jr.

† "Risk management expert" under Regulation YY of the Board of Governors of the

Federal Reserve System



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