---
schema_version: "secwatch.filing_event.v1"
accession: "0001387131-23-006381"
form_type: "8-K"
ticker: "TMP"
cik: "0001005817"
company_name: "TOMPKINS FINANCIAL CORP"
filed_at: "2023-05-11T23:59:59+00:00"
generated_at: "2026-06-15T03:18:08.312331+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Tompkins Financial annual meeting results: all proposals approved by shareholders

## Summary
- All 14 director nominees elected with over 8.9 million votes each; no significant withhold votes.
- Advisory say-on-pay approved with 6,725,617 votes for and 2,535,906 against; frequency set to every year.
- Amendment to 2019 Equity Incentive Plan to increase shares authorized approved with 8,864,848 for.
- Ratification of KPMG LLP as independent auditor for 2023 carried with 11,127,671 votes for.
- Quorum of 11,304,318 shares represented out of 14,591,451 outstanding (77.5%).

## SEC filing metadata
- accession: 0001387131-23-006381
- form_type: 8-K
- ticker: TMP
- cik: 0001005817
- company_name: TOMPKINS FINANCIAL CORP
- filed_at: 2023-05-11T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1005817/000138713123006381/0001387131-23-006381-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1005817/000138713123006381/tmp-8k_050923.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001387131-23-006381
- JSON: https://secwatch.observer/filing/0001387131-23-006381.json
- Plain text: https://secwatch.observer/filing/0001387131-23-006381.txt

## Key facts
- Shareholder Votes
  TOMPKINS FINANCIAL CORP shareholders approved Approval of an amendment to the Company's 2019 Equity Incentive Plan to increase the number of shares of common stock issuable under the plan at the 2023-05-09 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: The amendment to the Company’s 2019 Equity Incentive Plan was approved by the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1005817/000138713123006381/0001387131-23-006381-index.htm
- Shareholder Votes
  TOMPKINS FINANCIAL CORP shareholders approved Advisory vote to approve the compensation paid to the Company's named executive officers (Say on Pay) at the 2023-05-09 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: The compensation paid to the Company’s Named Executive Officers was approved by the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1005817/000138713123006381/0001387131-23-006381-index.htm
- Shareholder Votes
  TOMPKINS FINANCIAL CORP shareholders approved Ratification of the appointment of KPMG LLP as the Company's independent auditor for the fiscal year ending December 31, 2023 at the 2023-05-09 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified by the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1005817/000138713123006381/0001387131-23-006381-index.htm
- Shareholder Votes
  TOMPKINS FINANCIAL CORP shareholders approved Election of fourteen director nominees for terms expiring at the 2024 Annual Meeting of Shareholders at the 2023-05-09 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: The individuals named below were elected at the Annual Meeting as members of the Board of Directors, to serve for a term of one year expiring at the 2024 Annual Meeting of Shareholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1005817/000138713123006381/0001387131-23-006381-index.htm
- Shareholder Votes
  TOMPKINS FINANCIAL CORP shareholders approved Advisory vote on the frequency of future Say on Pay votes at the 2023-05-09 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: The option of “EVERY YEAR” was approved as the preferred voting frequency for future Say on Pay votes by the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1005817/000138713123006381/0001387131-23-006381-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.