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Compiled from SEC Form N-PX filings and FINANCIAL INSTITUTIONS INC.’s Form 8-K, filed May 29, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of May 28, 2025: 8 items on FINANCIAL INSTITUTIONS INC.’s Form 8-K, filed May 29, 2025: 3 approved · 5 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore FINANCIAL INSTITUTIONS INC. in the interactive database Compare manager voting policies
These tallies are FINANCIAL INSTITUTIONS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 29, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Martin K. Birmingham | 15,021,254 | -- | -- | 1,418,767 | 1,915,489 | 91% | Not verified | — |
| Elect Director: Bruce W. Harting | 15,024,386 | -- | -- | 1,415,635 | 1,915,489 | 91% | Not verified | — |
| Elect Director: Angela J. Panzarella | 15,411,266 | -- | -- | 1,028,755 | 1,915,489 | 94% | Not verified | — |
| Elect Director: Robert L. Schrader | 15,429,552 | -- | -- | 1,010,469 | 1,915,489 | 94% | Not verified | — |
| Elect Director: Kim E. VanGelder | 14,908,054 | -- | -- | 1,531,967 | 1,915,489 | 91% | Not verified | — |
| 2. Advisory Vote to Approve the Compensation of our Named Executive Officers | 13,171,061 | 3,203,190 | 65,770 | -- | 1,915,489 | 80% | Approved | — |
| 3. Approve the Second Amended and Restated 2015 Long-Term Incentive Plan | 14,350,846 | 2,066,025 | 23,150 | -- | 1,915,489 | 87% | Approved | — |
| 4. Ratification of Appointment of Independent Registered Public Accounting Firm | 17,777,141 | 565,303 | 13,066 | -- | -- | 97% | Approved | — |
Source: FINANCIAL INSTITUTIONS INC., Form 8-K, filed with the SEC on May 29, 2025 — read the filing on EDGAR.
Each item below shows how the 187 asset managers that disclosed a FINANCIAL INSTITUTIONS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 4 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Angela J. Panzarella
FINANCIAL INSTITUTIONS INC.’s own tally for this item (“Elect Director: Angela J. Panzarella”): 15,411,266 for, 1,028,755 withheld, per its Form 8-K filed May 29, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 64 asset managers below reported 5,029,691 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,011,138 | 0 | 0 | 0 | For |
| BlackRock | 821,626 | 0 | 0 | 0 | For |
| Dimensional | 619,603 | 0 | 0 | 0 | For |
| Fidelity | 430,969 | 0 | 0 | 0 | For |
| American Century | 367,086 | 0 | 0 | 0 | For |
| Charles Schwab | 160,333 | 0 | 0 | 0 | For |
| JPMorgan | 136,672 | 0 | 0 | 0 | For |
| RMB INVESTORS TRUST | 100,000 | 0 | 0 | 0 | For |
| SEI | 96,930 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 90,761 | 0 | 0 | 0 | For |
| Putnam | 77,964 | 0 | 0 | 0 | For |
| WisdomTree | 77,168 | 0 | 0 | 0 | For |
| EA Series Trust | 74,976 | 0 | 0 | 0 | For |
| First Trust | 72,102 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 70,000 | 0 | 0 | 0 | For |
| Federated Hermes | 69,125 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 59,700 | 0 | 0 | 0 | For |
| Principal | 56,021 | 0 | 0 | 0 | For |
| Northern Trust | 51,353 | 0 | 0 | 0 | For |
| Equitable | 48,395 | 0 | 0 | 0 | For |
| TIAA | 44,055 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 42,590 | 0 | 0 | 0 | For |
| Prudential/PGIM | 41,180 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 40,627 | 0 | 0 | 0 | For |
| Lincoln Financial | 37,298 | 0 | 0 | 0 | For |
Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.
Combines 4 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Bruce W. Harting
FINANCIAL INSTITUTIONS INC.’s own tally for this item (“Elect Director: Bruce W. Harting”): 15,024,386 for, 1,415,635 withheld, per its Form 8-K filed May 29, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 64 asset managers below reported 5,029,691 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,011,138 | 0 | 0 | 0 | For |
| BlackRock | 821,626 | 0 | 0 | 0 | For |
| Dimensional | 619,603 | 0 | 0 | 0 | For |
| Fidelity | 430,969 | 0 | 0 | 0 | For |
| American Century | 367,086 | 0 | 0 | 0 | For |
| Charles Schwab | 160,333 | 0 | 0 | 0 | For |
| JPMorgan | 136,672 | 0 | 0 | 0 | For |
| RMB INVESTORS TRUST | 100,000 | 0 | 0 | 0 | For |
| SEI | 96,930 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 90,761 | 0 | 0 | 0 | For |
| Putnam | 77,964 | 0 | 0 | 0 | For |
| WisdomTree | 77,168 | 0 | 0 | 0 | For |
| EA Series Trust | 74,976 | 0 | 0 | 0 | For |
| First Trust | 72,102 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 70,000 | 0 | 0 | 0 | For |
| Federated Hermes | 69,125 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 59,700 | 0 | 0 | 0 | For |
| Principal | 56,021 | 0 | 0 | 0 | For |
| Northern Trust | 51,353 | 0 | 0 | 0 | For |
| Equitable | 48,395 | 0 | 0 | 0 | For |
| TIAA | 44,055 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 42,590 | 0 | 0 | 0 | For |
| Prudential/PGIM | 41,180 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 40,627 | 0 | 0 | 0 | For |
| Lincoln Financial | 37,298 | 0 | 0 | 0 | For |
Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.
Combines 5 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Kim E. VanGelder
FINANCIAL INSTITUTIONS INC.’s own tally for this item (“Elect Director: Kim E. VanGelder”): 14,908,054 for, 1,531,967 withheld, per its Form 8-K filed May 29, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 64 asset managers below reported 4,902,662 for, 52,053 withheld, 74,976 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,011,138 | 0 | 0 | 0 | For |
| BlackRock | 821,626 | 0 | 0 | 0 | For |
| Dimensional | 619,603 | 0 | 0 | 0 | For |
| Fidelity | 430,969 | 0 | 0 | 0 | For |
| American Century | 367,086 | 0 | 0 | 0 | For |
| Charles Schwab | 160,333 | 0 | 0 | 0 | For |
| JPMorgan | 136,672 | 0 | 0 | 0 | For |
| RMB INVESTORS TRUST | 100,000 | 0 | 0 | 0 | For |
| SEI | 96,930 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 90,761 | 0 | 0 | 0 | For |
| Putnam | 77,964 | 0 | 0 | 0 | For |
| WisdomTree | 77,168 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 0 | 74,976 | 0 | Abstain |
| First Trust | 72,102 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 70,000 | 0 | 0 | 0 | For |
| Federated Hermes | 69,125 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 59,700 | 0 | 0 | 0 | For |
| Principal | 56,021 | 0 | 0 | 0 | For |
| Northern Trust | 51,353 | 0 | 0 | 0 | For |
| Equitable | 32,605 | 0 | 0 | 15,790 | Mixed |
| TIAA | 44,055 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 42,590 | 0 | 0 | 0 | For |
| Prudential/PGIM | 41,180 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 40,627 | 0 | 0 | 0 | For |
| Lincoln Financial | 37,298 | 0 | 0 | 0 | For |
Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.
Combines 4 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Martin K. Birmingham
FINANCIAL INSTITUTIONS INC.’s own tally for this item (“Elect Director: Martin K. Birmingham”): 15,021,254 for, 1,418,767 withheld, per its Form 8-K filed May 29, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 64 asset managers below reported 5,029,691 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,011,138 | 0 | 0 | 0 | For |
| BlackRock | 821,626 | 0 | 0 | 0 | For |
| Dimensional | 619,603 | 0 | 0 | 0 | For |
| Fidelity | 430,969 | 0 | 0 | 0 | For |
| American Century | 367,086 | 0 | 0 | 0 | For |
| Charles Schwab | 160,333 | 0 | 0 | 0 | For |
| JPMorgan | 136,672 | 0 | 0 | 0 | For |
| RMB INVESTORS TRUST | 100,000 | 0 | 0 | 0 | For |
| SEI | 96,930 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 90,761 | 0 | 0 | 0 | For |
| Putnam | 77,964 | 0 | 0 | 0 | For |
| WisdomTree | 77,168 | 0 | 0 | 0 | For |
| EA Series Trust | 74,976 | 0 | 0 | 0 | For |
| First Trust | 72,102 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 70,000 | 0 | 0 | 0 | For |
| Federated Hermes | 69,125 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 59,700 | 0 | 0 | 0 | For |
| Principal | 56,021 | 0 | 0 | 0 | For |
| Northern Trust | 51,353 | 0 | 0 | 0 | For |
| Equitable | 48,395 | 0 | 0 | 0 | For |
| TIAA | 44,055 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 42,590 | 0 | 0 | 0 | For |
| Prudential/PGIM | 41,180 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 40,627 | 0 | 0 | 0 | For |
| Lincoln Financial | 37,298 | 0 | 0 | 0 | For |
Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.
Combines 4 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Robert L. Schrader
FINANCIAL INSTITUTIONS INC.’s own tally for this item (“Elect Director: Robert L. Schrader”): 15,429,552 for, 1,010,469 withheld, per its Form 8-K filed May 29, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 64 asset managers below reported 5,029,691 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,011,138 | 0 | 0 | 0 | For |
| BlackRock | 821,626 | 0 | 0 | 0 | For |
| Dimensional | 619,603 | 0 | 0 | 0 | For |
| Fidelity | 430,969 | 0 | 0 | 0 | For |
| American Century | 367,086 | 0 | 0 | 0 | For |
| Charles Schwab | 160,333 | 0 | 0 | 0 | For |
| JPMorgan | 136,672 | 0 | 0 | 0 | For |
| RMB INVESTORS TRUST | 100,000 | 0 | 0 | 0 | For |
| SEI | 96,930 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 90,761 | 0 | 0 | 0 | For |
| Putnam | 77,964 | 0 | 0 | 0 | For |
| WisdomTree | 77,168 | 0 | 0 | 0 | For |
| EA Series Trust | 74,976 | 0 | 0 | 0 | For |
| First Trust | 72,102 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 70,000 | 0 | 0 | 0 | For |
| Federated Hermes | 69,125 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 59,700 | 0 | 0 | 0 | For |
| Principal | 56,021 | 0 | 0 | 0 | For |
| Northern Trust | 51,353 | 0 | 0 | 0 | For |
| Equitable | 48,395 | 0 | 0 | 0 | For |
| TIAA | 44,055 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 42,590 | 0 | 0 | 0 | For |
| Prudential/PGIM | 41,180 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 40,627 | 0 | 0 | 0 | For |
| Lincoln Financial | 37,298 | 0 | 0 | 0 | For |
Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.
Combines 3 wordings of this item as funds reported it.
87% Approved · of votes cast
Description as filed by funds: APPROVAL OF THE SECOND AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN.
FINANCIAL INSTITUTIONS INC.’s own tally for this item (“3. Approve the Second Amended and Restated 2015 Long-Term Incentive Plan”): 14,350,846 for, 2,066,025 against — passed, per its Form 8-K filed May 29, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Shareholders approved the Company's Second Amended and Restated 2015 Long-Term Incentive Plan.”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,011,138 | 0 | 0 | 0 | For |
| BlackRock | 821,626 | 0 | 0 | 0 | For |
| Dimensional | 619,603 | 0 | 0 | 0 | For |
| Fidelity | 430,969 | 0 | 0 | 0 | For |
| American Century | 0 | 367,086 | 0 | 0 | Against |
| Charles Schwab | 160,333 | 0 | 0 | 0 | For |
| JPMorgan | 136,672 | 0 | 0 | 0 | For |
| RMB INVESTORS TRUST | 100,000 | 0 | 0 | 0 | For |
| SEI | 96,930 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 90,761 | 0 | 0 | 0 | For |
| Putnam | 77,964 | 0 | 0 | 0 | For |
| WisdomTree | 77,168 | 0 | 0 | 0 | For |
| EA Series Trust | 74,976 | 0 | 0 | 0 | For |
| First Trust | 72,102 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 70,000 | 0 | 0 | 0 | For |
| Federated Hermes | 69,125 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 59,700 | 0 | 0 | 0 | For |
| Principal | 56,021 | 0 | 0 | 0 | For |
| Northern Trust | 51,353 | 0 | 0 | 0 | For |
| Equitable | 48,395 | 0 | 0 | 0 | For |
| TIAA | 44,055 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 42,590 | 0 | 0 | 0 | For |
| Prudential/PGIM | 41,180 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 40,627 | 0 | 0 | 0 | For |
| Lincoln Financial | 37,298 | 0 | 0 | 0 | For |
Fund voting reports, all 63 managers: 4,612,223 for, 399,368 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| PL Capital Advisors, LLC | 1,251,741 | 0 | 0 | 0 | For |
| UNITED CAPITAL FINANCIAL ADVISORS, LLC | 59 | 0 | 0 | 0 | For |
Institutional-manager reports, all 2 managers: 1,251,800 for.
Combines 6 wordings of this item as funds reported it.
80% Approved · of votes cast
Description as filed by funds: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
FINANCIAL INSTITUTIONS INC.’s own tally for this item (“2. Advisory Vote to Approve the Compensation of our Named Executive Officers”): 13,171,061 for, 3,203,190 against — passed, per its Form 8-K filed May 29, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Shareholders approved an advisory (non-binding) vote on the compensation of the Company's named executive officers ("Say-on-Pay") as described in the 2025 Proxy.”
Support: 80% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,011,138 | 0 | 0 | 0 | For |
| BlackRock | 821,626 | 0 | 0 | 0 | For |
| Dimensional | 619,603 | 0 | 0 | 0 | For |
| Fidelity | 430,969 | 0 | 0 | 0 | For |
| American Century | 0 | 367,086 | 0 | 0 | Against |
| Charles Schwab | 160,333 | 0 | 0 | 0 | For |
| JPMorgan | 136,672 | 0 | 0 | 0 | For |
| RMB INVESTORS TRUST | 100,000 | 0 | 0 | 0 | For |
| SEI | 96,930 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 90,761 | 0 | 0 | 0 | For |
| Putnam | 77,964 | 0 | 0 | 0 | For |
| WisdomTree | 77,168 | 0 | 0 | 0 | For |
| EA Series Trust | 74,976 | 0 | 0 | 0 | For |
| First Trust | 72,102 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 70,000 | 0 | 0 | 0 | For |
| Federated Hermes | 69,125 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 59,700 | 0 | 0 | 0 | For |
| Principal | 56,021 | 0 | 0 | 0 | For |
| Northern Trust | 51,353 | 0 | 0 | 0 | For |
| Equitable | 48,395 | 0 | 0 | 0 | For |
| TIAA | 44,055 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 42,590 | 0 | 0 | 0 | For |
| Prudential/PGIM | 41,180 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 40,627 | 0 | 0 | 0 | For |
| Lincoln Financial | 37,298 | 0 | 0 | 0 | For |
Fund voting reports, all 64 managers: 4,654,638 for, 375,053 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| PL Capital Advisors, LLC | 0 | 1,251,741 | 0 | 0 | Against |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | 766,800 | 0 | 0 | 0 | For |
| BlackRock | 630,610 | 0 | 0 | 0 | For |
| Ategra Capital Management, LLC | 0 | 572,075 | 0 | 0 | Against |
| Wellington | 491,396 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 440,212 | 0 | 0 | 0 | For |
| Fourthstone LLC | 406,870 | 0 | 0 | 0 | For |
| American Century | 0 | 379,204 | 0 | 0 | Against |
| HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 287,378 | 0 | 0 | 0 | For |
| State Street | 283,591 | 0 | 0 | 0 | For |
| CANANDAIGUA NATIONAL BANK & TRUST CO | 280,345 | 0 | 0 | 0 | For |
| Rhino Investment Partners, Inc | 271,943 | 0 | 0 | 0 | For |
| Renaissance | 259,827 | 0 | 0 | 0 | For |
| JPMorgan | 246,521 | 0 | 0 | 0 | For |
| MALTESE CAPITAL MANAGEMENT LLC | 226,100 | 0 | 0 | 0 | For |
| Stieven Capital Advisors, L.P. | 225,800 | 0 | 0 | 0 | For |
| AllianceBernstein | 197,326 | 0 | 0 | 0 | For |
| Charles Schwab | 160,338 | 0 | 0 | 0 | For |
| LSV ASSET MANAGEMENT | 147,517 | 0 | 0 | 0 | For |
| Northern Trust | 123,938 | 0 | 0 | 0 | For |
| COURIER CAPITAL LLC | 120,435 | 0 | 0 | 0 | For |
| ENDEAVOUR CAPITAL ADVISORS INC | 115,694 | 0 | 0 | 0 | For |
| SEI | 98,917 | 0 | 0 | 0 | For |
| Dimensional | 89,724 | 0 | 0 | 0 | For |
| Putnam | 84,748 | 0 | 0 | 0 | For |
Institutional-manager reports, all 143 managers: 7,210,086 for, 2,210,712 against. Showing the 25 largest; see all in the interactive database.
97% Approved · of votes cast
Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.
FINANCIAL INSTITUTIONS INC.’s own tally for this item (“4. Ratification of Appointment of Independent Registered Public Accounting Firm”): 17,777,141 for, 565,303 against — passed, per its Form 8-K filed May 29, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Shareholders ratified the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 62 asset managers below reported 4,934,669 for, 74,976 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,011,138 | 0 | 0 | 0 | For |
| BlackRock | 821,626 | 0 | 0 | 0 | For |
| Dimensional | 619,603 | 0 | 0 | 0 | For |
| Fidelity | 430,969 | 0 | 0 | 0 | For |
| American Century | 367,086 | 0 | 0 | 0 | For |
| Charles Schwab | 160,333 | 0 | 0 | 0 | For |
| JPMorgan | 136,672 | 0 | 0 | 0 | For |
| RMB INVESTORS TRUST | 100,000 | 0 | 0 | 0 | For |
| SEI | 96,930 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 90,761 | 0 | 0 | 0 | For |
| Putnam | 77,964 | 0 | 0 | 0 | For |
| WisdomTree | 77,168 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 74,976 | 0 | 0 | Against |
| First Trust | 72,102 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 70,000 | 0 | 0 | 0 | For |
| Federated Hermes | 69,125 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 59,700 | 0 | 0 | 0 | For |
| Principal | 56,021 | 0 | 0 | 0 | For |
| Northern Trust | 51,353 | 0 | 0 | 0 | For |
| Equitable | 48,395 | 0 | 0 | 0 | For |
| TIAA | 44,055 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 42,590 | 0 | 0 | 0 | For |
| Prudential/PGIM | 41,180 | 0 | 0 | 0 | For |
| TARGET PORTFOLIO TRUST | 40,627 | 0 | 0 | 0 | For |
| Lincoln Financial | 37,298 | 0 | 0 | 0 | For |
Showing the 25 largest of 62 asset managers. See all 62 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 20,109,712 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 5.03% |
| 2 | BlackRock | 4.09% |
| 3 | Dimensional | 3.08% |
| 4 | Fidelity | 2.14% |
| 5 | American Century | 1.83% |
| 6 | Charles Schwab | 0.80% |
| 7 | JPMorgan | 0.68% |
| 8 | RMB INVESTORS TRUST | 0.50% |
| 9 | SEI | 0.48% |
| 10 | HOTCHKIS & WILEY FUNDS /DE/ | 0.45% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | PL Capital Advisors, LLC | 6.22% |
| 2 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 3.81% |
| 3 | BlackRock | 3.14% |
| 4 | Ategra Capital Management, LLC | 2.84% |
| 5 | Wellington | 2.44% |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.19% |
| 7 | Fourthstone LLC | 2.02% |
| 8 | American Century | 1.89% |
| 9 | HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 1.43% |
| 10 | State Street | 1.41% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock | 7.65% | 13F |
| Dimensional Fund Advisors | 5.28% | 13F |
| Vanguard Group | 5.13% | 13F |
| Wellington Management | 3.04% | 13F |
| Geode Capital | 2.24% | 13F |
| JPMorgan Chase | 1.64% | 13F |
| State Street | 1.55% | 13F |
| Renaissance Technologies | 1.51% | 13F |
| Morgan Stanley | 1.11% | 13F |
| Northern Trust | 1.09% | 13F |
Percentages above are of 20,109,712 shares outstanding, as reported by FINANCIAL INSTITUTIONS INC. on its Form 10-Q dated April 30, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from FINANCIAL INSTITUTIONS INC.’s 10-Q dated April 30, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At FINANCIAL INSTITUTIONS INC.'s shareholder meeting held May 28, 2025, in the 2024-2025 proxy season, 187 asset managers reported how they voted on 8 ballot items in their SEC Form N-PX filings, covering 1,593 separate fund positions. On the most widely held item on that ballot — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. — FINANCIAL INSTITUTIONS INC.'s filing reports the proposal as approved, with 80% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: FINANCIAL INSTITUTIONS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 29, 2025.
FINANCIAL INSTITUTIONS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.