Shareholders approve amended 2015 Long-Term Incentive Plan, elect directors at annual meeting

FINANCIAL INSTITUTIONS INC

Plan amended: shares increased by 400,000, term extended to May 28, 2035, director compensation limits combined to $300K/$500K.
Plan approved with 14,350,846 for, 2,066,025 against, 23,150 abstain.
Directors elected: Birmingham, Harting, Panzarella, Schrader, and VanGelder each received over 14.9M votes for.
Say-on-pay advisory vote approved: 13,171,061 for, 3,203,190 against.
Ratification of RSM US LLP as auditor for FY2025 approved with 17,777,141 for.

item 5.02item 5.07

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