MTB DEF 14A DEF-14A Report April 17, 2018 | Alphaminr
M&T BANK CORP

MTB DEF 14A Report ended April 17, 2018

M&T BANK CORP
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TABLE OF CONTENTS
GENERAL INFORMATION QUESTIONS AND ANSWERSPROPOSAL 1ELECTION OF DIRECTORSNOMINEES FOR DIRECTORDIRECTOR COMPENSATIONElements of 2017 Directors Fees2017 Director Compensation TableM&T Bank Corporation 2008 Directors Stock PlanM&T Bank Directors FeesCORPORATE GOVERNANCE OF M&T BANK CORPORATIONCorporate Governance StandardsAvailability of Corporate Governance StandardsCodes of EthicsBoard DiversityBoard IndependenceBoard Leadership StructureBoards Role in Risk OversightBoard AttendanceCommunications with the Board of DirectorsBoard Committees and Member Composition During 2017Audit CommitteeExecutive CommitteeNomination, Compensation and Governance CommitteeRisk CommitteeNOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONSTOCK OWNERSHIP INFORMATIONDirectors and Named Executive Officers Stock Ownership TableM&T Bank Corporation Insider Trading PolicyBeneficial Owners Holding More Than 5% of M&T Bank Corporations Common Stock TableSection 16(a) Beneficial Ownership Reporting ComplianceTRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERSPROPOSAL 2ADVISORY, NON-BINDING PROPOSAL TO APPROVE THE 2017 COMPENSATION OF M&T BANK CORPORATIONS NAMED EXECUTIVE OFFICERSCOMPENSATION DISCUSSION AND ANALYSISNamed Executive OfficersExecutive SummaryOverview of M&T Bank Corporation2017 Performance Results and Executive Compensation HighlightsCompensation Philosophy and ObjectivesComponents of Executive CompensationRoles and ResponsibilitiesPeer GroupBenchmarkingConsideration of Shareholder Advisory Vote on Executive Compensation2017 Compensation DeterminationsSummary of 2018 Executive Compensation DeterminationsSound Compensation and Governance PracticesStock Ownership GuidelinesForfeiture PolicyDiscretionary Incentive Award GuidelinesIncentive Compensation GovernanceTax MattersNOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE REPORTEXECUTIVE COMPENSATION2017 Summary Compensation TableCEO Pay RatioGrants of Plan-Based Awards2017 Grants of Plan-Based Awards TableOutstanding Equity Awards at Fiscal Year-EndOutstanding Equity Awards at 2017 Fiscal Year-End TableOptions Exercised and Stock Vested2017 Options Exercised and Stock Vested TablePension Benefits2017 Pension Benefits TableExplanation of Pension Benefits TableQualified Pension PlanSupplemental Pension PlanNonqualified Deferred Compensation2017 Nonqualified Deferred Compensation TableOverview of Nonqualified Deferred Compensation PlansPotential Payments Upon Termination or Change-in-Control2017 Post-Employment Benefits TableSeverance Pay PlanAccelerated Vesting of Equity AwardsPROPOSAL 3PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2018INDEPENDENT PUBLIC ACCOUNTANTSFees to Independent Auditors TableAudit FeesAudit-Related FeesTax FeesAll Other FeesPolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting FirmReport of the Audit CommitteeNOTICE PURSUANT TO SECTION 726(d) OF THE NEW YORK BUSINESS CORPORATION LAWOTHER MATTERS