Form 8-K - Current report

0000862831false00008628312025-01-222025-01-22

 

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): January 22, 2025

 

 

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 January 22, 2025, Financial Institutions, Inc. (the “Company”) increased the size of its Board of Directors from eleven to twelve members and appointed Ms. Angela J. Panzarella to fill the newly-created vacancy on the Board of Directors. Ms. Panzarella will serve on the Audit and Management Development & Compensation Committees of the Board of Directors. She is independent under the independence standards of NASDAQ. Ms. Panzarella will participate in the Company’s non-employee director compensation arrangements generally applicable to all of the Company’s non-employee directors and will receive pro-rated Board of Director and committee retainers in addition to a pro-rated stock award. She is expected to be nominated to stand for election at the Company’s next annual meeting of shareholders.

Ms. Panzarella was not appointed pursuant to any arrangement or understanding with any person. Neither Ms. Panzarella nor any of her immediate family has been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.

On January 27, 2025, the Company issued a press release announcing the increase in size of its Board of Directors and the appointment of Ms. Panzarella. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description		Location
99.1		Press Release issued by Financial Institutions, Inc. on January 27, 2025		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:	January 27, 2025	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. Appoints Angela J. Panzarella to Board of Directors

WARSAW, N.Y. – January 27, 2025 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), the parent company of Five Star Bank (the “Bank”) and Courier Capital, LLC, today announced the appointment of Angela J. Panzarella as a new independent member of the Boards of Directors of both the Company and the Bank, on January 22, 2025.

Ms. Panzarella brings extensive business and nonprofit leadership experience, including as CEO of the YWCA of Rochester and Monroe County from 2018 to 2020 and through her 20-year tenure with Bausch + Lomb, as well as prior public company board experience. During her eight years of board service to publicly-traded Transcat, Inc., a Rochester-based calibration services and equipment provider, she served as Chair of the Compensation Committee and as a member of the Technology and Governance Committees. Ms. Panzarella’s appointment increases the size of the Company’s Board to twelve members, eleven of whom are independent and three of whom were appointed within the last four years. She will serve on the Audit and Management Development & Compensation Committees.

“We are incredibly pleased to welcome Angela Panzarella to the Boards of Directors of both Financial Institutions, Inc. and Five Star Bank,” said Susan R. Holliday, Chair of the Boards of Directors of the Company and the Bank. “Having spent the majority of her career in the highly regulated health care industry, we expect that her experience overseeing corporate strategy, financial and business operations, business development, and more, will prove to be a tremendous asset as our Company continues to execute on its long-term strategy.”

“Angela is not only a seasoned executive with a proven ability to develop and execute successful business strategies that drive strong financial outcomes, often on a global scale, but a respected leader in the Greater Rochester community, a key growth market for us,” said Martin K. Birmingham, President, CEO and Director of the Company and the Bank. “As we continue to grow and evolve as a company, we look forward to benefitting from her perspective and counsel.”

Prior to joining the YWCA, Ms. Panzarella served as President of ACM Medical Laboratory, Inc., a leader in clinical and global central laboratory services. From 1988 to 2008, she held a variety of executive and legal roles at Bausch + Lomb, most recently as President of the Canada and Latin American Division and Corporate Vice President of Global Vision Care. She began her career as an attorney with Harris Beach PLLC.

Active in the community, Ms. Panzarella previously served on the boards of directors for UR Medicine Home Care and the United Way of Greater Rochester. She earned her B.A. from St. John Fisher College and J.D. from the Albany Law School of Union University.

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About Financial Institutions, Inc.

Financial Institutions, Inc. (NASDAQ: FISI) is a financial holding company with approximately $6.2 billion in assets offering banking and wealth management products and services. Its Five Star Bank subsidiary provides consumer and commercial banking and lending services to individuals, municipalities and businesses through banking locations spanning Western and Central New York and a commercial loan production office serving the Mid-Atlantic region. 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.

Safe Harbor Statement

This press release may contain forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as "believe," "anticipate," "continue," "estimate," "expect," "focus," "forecast," "intend," "may," "plan," "preliminary," "should," "target" or "will." Statements herein are based on certain assumptions and analyses by the Company and factors it believes are appropriate in the circumstances. Actual results could differ materially from those contained in or implied by such statements for a variety of reasons including, but not limited to: additional information regarding the deposit fraudulent activity; changes in interest rates; inflation; changes in deposit flows and the cost and availability of funds; the Company’s ability to implement its strategic plan, including by expanding its commercial lending footprint and integrating its acquisitions; whether the Company experiences greater credit losses than expected; whether the Company experiences breaches of its, or third party, information systems; the attitudes and preferences of the Company's customers; legal and regulatory proceedings and related matters, including any action described in our reports filed with the SEC, could adversely affect us and the banking industry in general; the competitive environment; fluctuations in the fair value of securities in its investment portfolio; changes in the regulatory environment and the Company's compliance with regulatory requirements; and general economic and credit market conditions nationally and regionally; and the macroeconomic volatility related to the impact of a pandemic or global political unrest. Consequently, all forward-looking statements made herein are qualified by these cautionary statements and the cautionary language and risk factors included in the Company's Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other documents filed with the SEC. Except as required by law, the Company undertakes no obligation to revise these statements following the date of this press release.

For additional information contact:

Kate Croft

Director of Investor and External Relations

[phone]

[e-mail]

 

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Document And Entity Information	Jan. 22, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 22, 2025
Entity Registrant Name	Financial Institutions, Inc.
Entity Central Index Key	0000862831
Entity Emerging Growth Company	false
Entity 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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