M&T Bank Corp

This advisory say-on-pay proposal asks shareholders to approve the company’s 2025 Named Executive Officer compensation as described in the proxy (CD&A, tables and narrative). Management frames the program as pay-for-performance with a heavy emphasis on long-term equity (PVSUs, PHSUs and options), performance scorecards, risk adjustments and robust governance (independent consultant, committee oversight, clawback/forfeiture and anti-hedging policies). The vote is non-binding but the Compensation and Human Capital Committee will consider the outcome in future compensation decisions; historically the company received strong shareholder support (94.5% in 2025). Key context includes M&T’s strong 2025 financial results (record net operating earnings per share, improved asset quality, share repurchases and dividend increases) which management links to executive incentive outcomes and higher LTI grant values. The program’s structural features—multi-year vesting, performance metrics (ROTCE and ROTA), and forfeiture/clawback provisions—are intended to align pay with sustained shareholder returns and safety-and-soundness considerations. Potential investor concerns include magnitude of pay and the use of discretion in STI funding; management seeks to mitigate these via scorecards, independent advice, and disclosure of metrics and peer benchmarking. A ‘For’ vote supports management’s approach to linking compensation to multi-year financial and risk-adjusted performance; a large negative vote would likely trigger enhanced shareholder engagement and potential program changes by the C&HC Committee. In evaluating this item, sophisticated investors should weigh the company’s disclosed pay mix, the certification and recent payout history of performance awards, and the governance safeguards described (clawbacks, recoupment policy, anti-hedging/pledging limits, and independent committee oversight).

This management proposal seeks shareholder approval to amend and restate the 2019 Equity Incentive Compensation Plan primarily to increase the share reserve by 2.75 million shares, extend the plan term to 2036, add a one-year minimum vesting requirement (with limited exceptions up to 5% and specific treatment for annual director awards), and codify governance protections (no liberal recycling, repricing prohibited without shareholder approval, annual per-participant and non-employee director limits, and application of clawback policies). Management is seeking approval because the existing available share pool would be insufficient over the expected multi-year horizon given historic and projected grant pacing, and the amendment preserves M&T’s ability to grant equity awards that are central to retention and alignment with shareholder interests. The filing includes a dilution/overhang analysis, a three-year burn rate (average ~0.57%), and disclosure that the requested reserve is expected to last approximately four years under current usage assumptions; these metrics help contextualize the incremental dilution for investors. The amendments add standard governance and market-facing features—minimum vesting, limits on non-employee director compensation, prohibition on repricing without shareholder approval—that are meant to address common investor governance concerns while maintaining plan flexibility for competitive grants. From a compensation-governance standpoint, approving the amendment maintains management’s ability to deliver long-term performance incentives (PVSUs, PHSUs, options) that drive retention and pay-for-performance alignment; rejecting it could force management to conserve awards, reduce grant opportunity sizes, or seek alternative cash-based incentives, potentially affecting retention and alignment. Key risks for shareholders include incremental dilution (the company estimates a modest overhang increase) and the concentrated issuance of full-value awards; the company provides burn-rate and dilution metrics and asserts the reserve is reasonable relative to peer practices. The Board’s unanimous recommendation and the plan’s built-in limits and clawback/forfeiture provisions provide investors with governance assurances, but sophisticated investors will weigh the incremental dilution against the company’s need to attract and retain talent through equity incentives and the quality of the plan design (vesting, performance metrics, limits and anti-repricing safeguards).

This is a standard catch-all agenda item permitting the transaction of any other matters that may properly come before the Annual Meeting that are not specifically enumerated in the proxy materials. It does not request approval of any particular policy or action, and historically is used only for procedural or unexpected business that arises prior to or at the meeting. Because it is open-ended, there is inherent uncertainty about what, if anything, might be presented under this item; in most years no substantive separate proposals are brought under this heading. Brokers and intermediaries may not vote "non-routine" matters without specific instructions from beneficial owners, so any unexpected substantive item under this caption would likely prompt shareholder outreach and require shareholder direction. From a governance perspective, the Chair and the Board retain discretion to admit and handle proper matters consistent with the company’s bylaws and applicable law; investors should note that this item does not provide any substantive governance change by itself. For sophisticated investors evaluating meeting risk, the practical impact of this item is typically immaterial but should be monitored in real time during the meeting in case of any ad hoc proposals or questions raised by shareholders or management. If shareholders are concerned about the possibility of additional items, voting proxies in advance or providing broker instructions (for beneficial holders) will ensure their votes are counted on the listed proposals regardless of any unexpected business.