M&T Bank (MTB) Proxy Filing summary

Executive summary

• The proxy statement solicits votes for the 2026 Annual Meeting, to be held virtually on April 21, 2026, covering director elections, executive compensation, equity plan amendments, auditor ratification, and other business.

• Shareholders of record as of February 23, 2026, are eligible to vote, with multiple voting methods available, including online, phone, and mail.

• The Board recommends voting FOR all proposals, including the election of 12 directors, approval of executive compensation, equity plan amendment, and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 12 directors, (2) advisory approval of 2025 executive compensation, (3) amendment and restatement of the 2019 Equity Incentive Compensation Plan, (4) ratification of PricewaterhouseCoopers LLP as auditor for 2026, and (5) other business.

• Board recommends FOR all director nominees and proposals.

• Proxy access and special meeting rights are available to shareholders; no super-majority voting or poison pill provisions exist.

Board of directors and corporate governance

• 12 director nominees represent diverse backgrounds, with half serving five years or less; average age is 67.

• Board committees (Audit, Compensation and Human Capital, Nomination and Governance, Risk) are composed entirely of independent directors.

• Annual board and committee self-evaluations, director orientation, and continuing education are in place.

• Majority voting standard for director elections; robust stock ownership guidelines for directors and executives.

• Board and committee attendance averaged 96.5% in 2025.