Form 8-K - Current report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2023

 

 

Financial Institutions, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

New York			0-26481	16-0816610
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
220 Liberty Street
Warsaw, New York				14569
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 585 786-1100

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		FISI		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 15, 2023, Sonia M. Dumbleton notified Financial Institutions, Inc. (the “Company”) that she will retire from her position as Senior Vice President, Controller, and Principal Accounting Officer effective March 22, 2024. Over the succeeding six months, the responsibilities of the Controller function will be transitioned to Sandra L. Byers, who has been promoted to Deputy Controller effective October 2, 2023.

Prior to joining the Company as Assistant Controller in May 2021, Ms. Byers held consulting positions with Robert Half and Kei Advisors, LLC. From 2016 to 2019, she served as Finance and Treasury Manager with global manufacturer Hardinge, Inc. Ms. Byers also spent 12 years in the banking industry, including with First Niagara Financial Group, HSBC Bank USA, Inc. and M&T Bank Corporation, where she began her career in 2000. Ms. Byers earned her Bachelor’s of Science in Accounting from The State University of New York at Buffalo.

Item 7.01 Regulation FD Disclosure.

On September 20, 2023, the Company issued a press release announcing the planned retirement of Mrs. Dumbleton in March 2024. A copy of this press release is included in this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description		Location
99.1		Press Release issued by Financial Institutions, Inc. on September 20, 2023		Filed Herewith
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Financial Institutions, Inc.
Date:	September 20, 2023	By:	/s/ W. Jack Plants II
			W. Jack Plants II Executive Vice President, Chief Financial Officer      and Treasurer

 

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Financial Institutions, Inc. Announces Controller Retirement and Internal Appointment

Sonia Dumbleton to retire in March 2024 after 40 years of service to the Company and Sandra Byers promoted to Deputy Controller during the interim

WARSAW, N.Y. – September 20, 2023 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank (“Five Star” or the “Bank”), SDN Insurance Agency, LLC, and Courier Capital, LLC, today announced that Sonia M. Dumbleton, Senior Vice President and Controller, will retire effective March 22, 2024. Over the succeeding six months the responsibilities of the Controller function will be transitioned to Sandra L. Byers, who has been promoted to Deputy Controller effective October 2, 2023.

Ms. Dumbleton has served as Controller of the Company and Bank since 2006. She previously served as Corporate Secretary of the Company and Bank from 2013 to 2018. She held various positions in finance, accounting and internal audit at Five Star and its predecessor banks from 1984 to 2005.

“Sonia’s expertise and guidance have been vital in supporting our significant growth during her four decades of service. I would like to congratulate her on a truly exceptional career and sincerely thank her for her contributions to our Company, Five Star Bank and all of its affiliates,” said W. Jack Plants II, Executive Vice President, Chief Financial Officer and Treasurer. “During her tenure, Sandi has proven herself to be a highly capable accounting executive and I look forward to a smooth transition of responsibilities along with her leadership as our diversified financial services company continues to grow.”

Prior to joining the Company as Assistant Controller in May 2021, Ms. Byers held various consulting positions, including with Robert Half and Kei Advisors, LLC. From 2016 to 2019, she served as Finance and Treasury Manager with global manufacturer Hardinge, Inc. Ms. Byers also spent 12 years in the banking industry, including with First Niagara Financial Group, HSBC Bank USA, Inc. and M&T Bank Corporation, where she began her career in 2000.

Ms. Byers earned her Bachelor’s of Science in Accounting from The State University of New York at Buffalo.

About Financial Institutions, Inc. and Five Star Bank

Financial Institutions, Inc. (NASDAQ: FISI) is an innovative financial holding company with approximately $6.1 billion in assets offering banking, insurance and wealth management products and services through a network of subsidiaries. Its Five Star Bank subsidiary provides consumer and commercial banking and lending services to

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individuals, municipalities and businesses throughout Western and Central New York and its Mid-Atlantic commercial loan production office serves the Baltimore and Washington, D.C. region. SDN Insurance Agency, LLC provides a broad range of insurance services to personal and business clients, while Courier Capital, LLC offers customized investment management, financial planning and consulting services to individuals and families, businesses, institutions, non-profits and retirement plans. Learn more at Five-StarBank.com and FISI-investors.com.

For additional information contact:

Kate Croft

Director, Investor and External Relations

716-817-5159

[e-mail]

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Document And Entity Information	Sep. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 15, 2023
Entity Registrant Name	Financial Institutions, Inc.
Entity Central Index Key	0000862831
Entity Emerging Growth Company	false
Securities Act File Number	0-26481
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	16-0816610
Entity Address, Address Line One	220 Liberty Street
Entity Address, City or Town	Warsaw
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14569
City Area Code	585
Local Phone Number	786-1100
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	FISI
Security Exchange Name	NASDAQ

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