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On January 18, 2011, the Nomination, Compensation and Governance Committee (the "Committee") of M&T Bank Corporation's Board of Directors made various compensation decisions with respect to its senior executive officers that were designed to comply with the Interim Final Rule on TARP Standards for Compensation and Corporate Governance (the "TARP Interim Final Rule") issued by the U.S. Department of the Treasury ("Treasury") in June 2009. The TARP Interim Final Rule imposes certain restrictions on the compensation paid by M&T Bank Corporation and other TARP participants to its "senior executive officers" and the next twenty most highly compensated employees, including the payment or accrual of bonuses and most equity-based incentive compensation. M&T Bank Corporation's senior executive officers, who are also our named executive officers, for whom the Committee took action to adjust compensation for 2011 are: Robert G. Wilmers, Chairman and Chief Executive Officer; Ren F. Jones, Executive Vice President and Chief Financial Officer; Mark J. Czarnecki, President; Michael P. Pinto, Vice Chairman; and Kevin J. Pearson, Executive Vice President. For each of the named executive officers, the Committee determined not to award any cash bonuses, as required by the TARP Interim Final Rule, established base salaries consisting of a cash portion and a "stock salary" payable in M&T Bank Corporation common stock, par value $0.50 per share ("Common Stock"), and granted a "long-term restricted stock" award consistent with the provisions of the TARP Interim Final Rule ("TARP restricted stock award").