M&T Bank Corporation (MTB) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of M&T Bank Corporation. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Rene Jones, the Chairman and Chief Executive Officer of M&T Bank Corporation. Mr. Jones, the floor is yours.

Thanks, Jonathan. Good morning, everyone. Thank you for joining this special meeting of shareholders of M&T Bank Corporation. I'm Rene Jones, the Chairman and Chief Executive Officer of M&T. Our Board of Directors and our management group are connected virtually. Here in the room with me are Darren King, the Chief Financial Officer of the company; and Marie King, the company's corporate secretary. The Inspector of Election is John Zak from the law firm of Hodgson Russ LLP. And as indicated in the proxy materials for this meeting, the following individuals were appointed by the company to serve as proxies and vote on behalf of the shareholders. Darren King, Chief Financial Officer of the company; Laura O'Hara, General Counsel of the company; and Sabra Baum, Deputy General Counsel of the company. And now I'd like to call the special meeting to order. Madam Secretary, do you have a report?

Mr. Jones, I can report that proper notice of this special meeting has been given to M&T's shareholders, that the Board of Directors has fixed the record date for this meeting as of the close of business on April 19, 2021, and that shareholders representing 128,645,421 shares of the company's common stock are entitled to vote at this meeting. I can also report that the Inspector of Election has executed his oath of office.

Could the Inspector of Election please advise us as to whether a quorum is present?

Mr. Jones, a quorum is present. Shareholders holding more than a majority of the outstanding shares of the common stock of the company are either present at this meeting or represented by proxies.

Thank you. Before we formally convene this special meeting, I remind attendees that in order to vote or to ask a question at this meeting, a shareholder must have been a shareholder of record as of the close of business on April 19, 2021. If any shareholder has a question during the meeting, please submit your question on the virtual meeting website. We will address as many questions as we can. And if there are any remaining questions that are -- that we're unable to get to, M&T's Investor Relations department will respond after the meeting. Any shareholder who intends to vote via the virtual meeting website rather than by proxy, and any person acting as a proxy for another shareholder will be able to vote on the virtual meeting website using the control number that was included with the proxy materials. The formal business for this special meeting is for M&T's shareholders to vote upon 3 proposals related to our acquisition of People's United Financial, Inc. First, the charter amendment proposal, which is a proposal to approve the amendment of the restated certificate of incorporation of M&T Bank Corporation to affect an increase in the number of authorized shares of M&T's capital stock from 251 million to 270 million and to increase the number of authorized shares of M&T's preferred stock from 1 million to 20 million. Second, the share issuance proposal, which is a proposal to approve the issuance of M&T's common stock to holders of People's United common stock pursuant to the agreement and plan of merger dated as of February 21, 2021, buying among M&T, Bridge Merger Corp. and People's United. Third, the adjournment proposal, which is to approve a proposal to adjourn the M&T special meeting, if necessary or appropriate, to solicit additional proxies if immediately prior to such adjournment there are not sufficient votes to approve the M&T charter proposal and/or the M&T share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement prospectus is timely provided to holders of M&T common stock. Please note that each of the charter amendment proposal and the share issuance proposal, if approved, will only be effective if the acquisition of People's United is completed. Please also note that the approval of these 2 proposals is a condition to M&T being able to complete the acquisition. The special meeting is now formally convened for the transaction of business. Voting will begin when a motion is presented on the first item, and will continue until voting on the first 2 proposals via the virtual meeting website concludes. May I have a motion on the first proposal to be voted upon.

Mr. Jones, I move the approval of the amendment of the restated certificate of incorporation of M&T Bank Corporation to effect an increase in the number of authorized shares of M&T's capital stock from 251 million to 270 million and to increase the number of authorized shares of M&T's preferred stock from 1 million to 20 million.

Voting is now open on this proposal. May I have a motion on the second proposal to be voted upon.

Mr. Jones, I move the approval of the issuance of M&T common stock to holders of People's United Financial, Inc. common stock pursuant to the agreement and plan of merger dated as of February 21, 2021, by and among M&T, Bridge Merger Corp. and People's United.

Voting is now open on this proposal. We will now give 30 additional seconds for voting to be completed on the virtual meeting website. [Voting]

Thank you. I declare voting closed for the foregoing 2 proposals to be voted upon at this meeting.

Mr. Jones, I can report that each of the 2 proposals was carried.

Thank you. Since the vote has been reported by the Inspector of Election, I announce that the approval of the first 2 proposals by M&T Bank Corporation's shareholders. And since these proposals have passed, I hereby move to withdraw the third proposal, which is the adjournment proposal. May I have a motion on that withdrawal.

Mr. Jones, I move that the adjournment proposal be withdrawn.

The third proposal is hereby withdrawn. At this time, I'll respond to questions from shareholders that have been submitted during the meeting. Ms. King, have any questions been submitted?

No, Mr. Jones, we've received no questions.

Thank you, Madam Secretary. Since there is no further business before the meeting, is there a motion to adjourn?

Mr. Jones, I move that this meeting be adjourned.

There being no objection, this special meeting of shareholders of M&T Bank Corporation is adjourned. Thank you very much for attending.

This concludes the meeting. You may now disconnect.