Good morning. Thank you for joining the annual meeting of shareholders of M&T Bank Corporation. I'm René Jones, the Chairman and Chief Executive Officer of M&T. Our board of directors and our executive leadership team are connected virtually, and here in the room with me are Daryl Bible, the Chief Financial Officer of the company; and Marie King, the company's corporate secretary. The Inspector of Election is John J. Zak from the law firm Hodgson Russ LLP. As indicated in the proxy materials for this meeting, the following individuals were appointed by the company to serve as proxies and vote on behalf of the shareholders. Dr. LaVerne Harmon, President of Wilmington University in New Castle, Delaware; Albert Nocciolino, President of NAC Enterprises in Binghamton, New York; and Cliff Rucker, founder, and chairman of NFS Leasing in Beverly, Massachusetts. I'd like to thank each of you for your service.
Now I'd like to call the annual meeting to order. Madam Secretary, do you have a report?
Mr. Jones, I can report that proper notice of this annual meeting has been given to M&T shareholders. I can also report that the Inspector of Election has executed his oath of office.
Thank you. Could the Inspector of Election please advise us as to whether a quorum is present?
Mr. Jones, a quorum is present. Shareholders holding more than a majority of the outstanding shares of the common stock of the company are either present at this meeting or represented by proxies.
Thank you, John. The annual meeting is now formally convened for the transaction of business. Any shareholder who intends to vote during the meeting via the virtual meeting website, rather than by proxy, should follow the instructions provided on the meeting website. Shareholders are also now invited to submit questions via the meeting website. We will address as many questions as we can, time permitting. M&T's Market and Investor Relations Department will respond after the meeting if there are any remaining questions that we are unable to address. You can also review the meeting agenda and rules of conduct on the meeting website. Now we'll turn to the three proposals that have been presented to the shareholders, as described in our proxy statement, dated March 5th, 2024 .
The first proposal to be considered is the election of 16 directors for the term of one year, and until their successors have duly been elected and qualified.
Mr. Jones, on behalf of the board of directors, I nominate for election as directors of the company to hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified, the persons listed as nominees in the company's proxy statement.
Thanks, Marie. I declare the voting open on the election of directors. The second proposal to be considered is the approval of the 2023 compensation of M&T's named executive officers, as described in the proxy statement.
Mr. Jones, on behalf of the Board of Directors, I move for the approval of the 2023 compensation of M&T's named executive officers, as set forth in the proxy statement.
Thank you. Voting is now open on the second proposal. The third and final proposal to be considered is the ratification of the appointment of PricewaterhouseCoopers LLP as M&T's independent registered public accounting firm for the year ending December 31st, 2024.
Mr. Jones, on behalf of the board of directors, I move for the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2024, as set forth in the proxy statement.
Thank you, Marie. Voting is now open on the third and final proposal. We will now give two additional minutes for voting to be completed on the three proposals, at which point voting will be closed. Shareholders may also use this time to submit any final questions on the meeting website, after which question submissions will be closed. Thank you. As part of the annual meeting, it is customary for me, as chairman, to provide perspective on the state of the bank. This year, I'm very excited to share a conversation I had yesterday with Dominique Goss. Dom is the executive director of the M&T Charitable Foundation, a platform that has positively impacted our communities for over 30 years. We discussed the past year and the state of the banking industry. Here's that conversation.
Good morning. Welcome to our third annual Fireside Chat, being held at our 2024 annual meeting of shareholders. I'm really excited today to introduce you to Dominique Goss, who is the executive director of the M&T Charitable Foundation. The M&T Charitable Foundation is just one of a few tools that we have that we use to engage the community, try to get deeper involved, and to try to improve economic development, and hopefully make a difference in people's lives. For the last three years, Dom, we've sat down and had this Fireside Chat, using it to look back at, in this case, at 2023, see what the challenges were and maybe some of the, the positives, and then maybe hopefully think about what's going forward. So I just wanted to thank you for hosting and taking us on this journey.
Well, thank you, René. I'm honored to be here to talk about how our broader community impact and by extension, some of the work that we do, the Charitable Foundation, impacts our communities-
Mm-hmm.
and our business efforts. So with that, let's get into
Are these questions going to be hard?
No.
Okay.
I promise you, as a matter of fact, that they're not going to be hard. So let's get into 2023.... So you described 2023 in our letter to shareholders as exceptional. What did you mean by that?
I think the context is you have to look back in history, and, M&T has this exceptional, experience of doing really, really well in the most challenging of times. It's happened all, all the time, back in 1987 with Black Monday and in the early 1990s with the thrift crisis and, and, the real estate crisis in New York, tech bubble, 9/11, great financial crisis. In all of those periods of time, I think in part because of the way we're built and built for adversity, having grown up in slow growth markets in small towns and midtier cities in America, who are having challenges all the time, we have built a firm that tends to have low volatility, and it tends to do really well in challenging environments.
So if you think about 2023, we sort of start off in March with several bank failures. We're dealing with inflation, persistent inflation, high wages, because you, quite frankly, can't find workers in anywhere, in any industry for us or our clients. And then on top of that, the cure of it is rapidly rising interest rates. So it's really quite the challenging environment, and then sort of a different aspect of it, we're always faced with things that happen in our community. So we had the flood in Vermont and affecting Burlington and the surrounding areas, and we had the shooting in Lewiston, Maine, not unlike the shooting we had in Buffalo a few years back. So really, really challenging year.
But when you step back, you see that our results are just extraordinary in that same period of time. So to give you some perspective, we grew our earnings to up to $2.8 billion, which was the highest earnings in the history of the company. Our earnings per share also grew at a record in the history of the company. And then to put that in perspective, if you look at our 11 peer banks that we follow and track to understand our performance, the average had a decline of 24% in earnings per share, and no bank actually grew earnings per share.
In terms of return on tangible capital, we posted 17.6%, which is right up there with our long-standing track record over the last 20 years of just over 18%. We were able to produce lots of capital generation, and more importantly, we were able to meet the needs of our customers, particularly when things needed to be really calm. That building of trust over time and that pattern that we have, I think, has been what makes it one of the exceptional years that sort of fits a pattern that we've seen over time.
So I'm getting a couple of themes from what you have discussed. So even in tumultuous times, chaotic times, we are consistent. And we provide record-breaking outcomes, right? Despite economic variables. So let's pivot a bit to 2024, right? So you really have crystallized some of the challenges and certainly some of the strengths that we have displayed in 2023. In 2024, we're sort of on the same path, I would say.
Mm-hmm.
Even though the Fed is poised to cut rates towards the end of the year, in Q1, we just released our results. So talk to me about that, right? So codifying 2023, but what does it look like for us in 2024?
Oh, great. I think I'll start where you started, which is that, you know, the way I think about it is our job is to keep the firm structured and built in a way to provide products and services that result in low volatility. A change isn't that great. You have a lot of institutions that talk a lot about growth, and are you gonna grow? We tend to focus on stability and low volatility. That ends up producing growth. So, the first quarter will be a really good example. We grew the loans year-over-year, a whopping 1%. And, you know, we had about 8% growth in C&I loans, which are mostly loans to middle-market companies and small businesses. And then we had a decline of 7% in CRE.
And so that's part of our long term. I think this will be—2024 will be our fifth year on that journey to actually lower our balance sheet in terms of commercial real estate, and it tends to produce modest results, but we think from a risk management perspective, it becomes a real positive. So you saw that our margins started to stabilize this quarter. We had pretty strong growth in fee income. We had exceptional expense management. And as a result of that, we actually got year-over-year, another 12% growth in tangible book value per share, which allowed us to cross the 11% threshold in terms of capital. I think we have the highest capital in our peer group.
All of that stuff is really, really boring. But it's the formula that actually is really necessary to prepare yourself for, for the things that you can't predict, which when times are really difficult.
Right. It's an important boring.
Yes, important boring.
René, in your letter to our shareholders, you referenced that the banks that failed last year is not evidence of a system failure. It's actually quite the opposite. It means the system is working. What did you mean by that?
So, Dom, you know my background, right? So I have this thing about stereotypes.
Yeah.
So anytime you put a label on anything, I have to tend to look a little bit deeper and look below the surface. And I think if you go back a bit to the financial crisis back in 2008, 2009, coming out of that crisis, there was a commitment made and a goal made by the U.S. to be the strongest financial system that we had. And if you think about it today. We have twice the capital that we had back then. We have probably three times, maybe more, the liquidity that we had. There's much more transparency. We actually do stress tests every year. The results are published publicly, right? So there's been a lot that has changed over time to strengthen the banking industry.
But when you look at the institutions that failed, they were slightly different than the group of banks that sort of fit that profile. I'd say they had a couple of characteristics. They had unique business models. Maybe more important than anything else, they grew really, really rapidly. In one case, almost, you know, 300% in a very short period of time. And this sort of goes to what we were talking about earlier, that growing rapidly always tends to be very difficult and may produce, like, a lot more volatility than one might expect.
I think the thing for me, though, that was really a differentiator, is it's really important to understand that those banks, because they grew so rapidly, were not really under a lot of the same of those rule changes and those things that applied to us. They didn't do the stress tests, they weren't under liquidity stress testing and those types of things, and I think the general public doesn't really know that, and they can't really see it. So when I step back, I think the real question becomes not is the financial system healthy? It's undoubtedly healthy. But the question is: how does an institution with 1% of the deposits in America come along, have a problem, and how does that result in a contagion where everybody, all of our clients, are really worried about the whole system?
Like it. You know, the work we've done and the things that have been done by ourselves and by regulators has actually gone to work against that. The industry's really strong. I think we have to really start thinking about trust. So how does M&T build trust? How does the industry build trust? How do we let people understand the strength of the financial system that we have, so we can enjoy the benefits, you know, to our constituents?
Yeah. So I hear... I agree with you 100%. I mean, I think trust is critically important. It also sounds like it's related to narrative, right? So you have almost what seems to be isolated events that then caused a bit of a contagion across the industry, unfairly so, candidly. So let's anchor-
Costly.
Costly.
Costly. You know, cost, cost, and anything that increases our cost increases the consumer's cost and the general public, right? So to the extent that we can build trust, it actually is beneficial to everybody across the system.
Exactly. Building trust is not easy, though.
No.
So let's talk about that. Over the weekend, I was watching something, and someone quoted, "Trust is where actions meet words." I loved that. So let's talk about PUB. We are coming upon our two-year anniversary of the acquisition of People's United Bank. So I want to get your thoughts and your reflections on who are we in that market? How are we doing?
Mm-hmm.
Most importantly, how are we building trust in communities that are newer to us?
Yeah. Yeah. Well, I'm glad you said newer to us, because-
They're not new communities, but they're newer to us.
So, first of all, you know I'm a New Englander.
I do know.
So really important. I'm a bit biased. I'm excited to sort of bring the capabilities and the firm that I love at M&T into my home region. I think, though, as a New Englander, you know, we tend to want to see success and want to see evidence of things actually getting done, and we're a little bit skeptical of the idea of promises that might come. I think in our journey in New England, we're just beginning to see the results. So if you think about an acquisition, we often talk about it taking seven years, which usually makes most bankers cringe. But it is a long process. I mean, today, we're two years in. Two years ago, April first.
Mm-hmm.
We've converted all the systems. We're all on one setup, set of systems, and we're able to begin to operate, but we're learning a lot. So we learned that even though we're on the same systems and platforms, which actually lower our volatility and make it easier to operate, that there are a lot of things that we could do differently, that our colleagues from New England have shared with us that actually apply to the entire footprint. Different ways of doing business, different experiences that they've seen as a success, and that's always a real positive thing. So it gives you a new set of opportunities to begin to focus on. When I think about why does it take seven years, is because it's all of those relationships that you're building one by one in the communities.
It's not about doing a transaction. It's about sitting down, spending time, sometimes after 5:00 , with people who are struggling with different aspects of a community and trying to be a bit of the glue that binds them together. So if you think about things like a couple of branches that we've opened up in low-income neighborhoods, and you think about the idea that some of the people that showed up to celebrate those branches and that have a lot of vested interest in those branches were same people that were skeptical about us and what our motives would be. If you think about the small business multicultural innovation labs that we've deployed out there, those are on the ground, actually beginning to help people.
Think about The Amplify Fund, which I hope you talk a little bit about in-
Mm-hmm
... in a minute, where they're beginning to learn, not through promises, but through actual activities. And one of the other things that tends to happen is adversity comes to a particular neighborhood or community or group of individuals, and you begin to have the opportunity to solve those problems together. It also goes down this path of building trust. So it's a fairly long journey, but to build an institution that's solid and that is durable and resilient, sort of takes time. Not focusing on growth, but focusing on getting deeper into the communities.... All right, so I'm going to flip the tables on you and ask you some questions.
You know that, I'm a big proponent of having people tell their stories, so I thought maybe we could start by just having you tell a little bit about your story, where you came from, how you got into the space you're in.
All right. I love it. I guess I'm in the hot seat now, one week so.
You are.
So, I started in banking in 2006. I am, I am a banker, right? I guess I, you know, I do-
I heard this rumor. You know, they said, "Hey, the charitable person's actually a banker.
I do say that out loud, kind of like in a, in a more quiet voice. No, I'm very-
Again, stereotypes, right? How we think about-
Exactly. I'm quite proud of it, actually, so quite proud of my journey. But I... So I started in banking in 2006, spent some time at one regional bank and then transitioned to another. In 2011, like many people, I started on the consumer side of the bank, held various management roles, and then I had the opportunity to transition to a community relations role.
Mm-hmm.
These roles have iterated over time as the industry has grown. But it's funny, though, like, my transition was really driven by relationships.
Okay, so you've been here almost two years?
Mm-hmm.
What surprises you about M&T now that you're here, that you couldn't see before you came?
The one thing that I thought I was going to have to do here, I actually don't have to do it.
That's it.
So I thought I was going to have to almost go on a campaign about why community is important-
Mm-hmm.
and how it aligns to our business objectives, and how it makes us a stronger corporate partner, and ultimately leads to growth and increased revenue and increased profitability. And I actually didn't have to do that at all. I mean, I have not had to have one conversation around why the work we do is important, because it really is who we are. And I don't, and I don't... It sounds like a tagline, but I don't say it that way. Honestly, it's not an area that I'd have to focus in at all.
It is hard to understand sort of what we do, and you get that reaction sometimes. It's sort of like, which is it, charitable or banking? But it's about economic development, which has many tools that need to come together to actually make a difference. So, yeah, there's-
Exactly.
Tell me about New England. You asked me about New England. You've been doing a lot there, particularly, a strong role in introducing us.
Mm-hmm.
What's that been like, and what are some of the things that you're most proud of?
So I'm not a New Englander, so I cannot credit that, but I do enjoy spending time in all of our markets. But had a fair share of my understanding of New England prior to coming to M&T, so I do think that that's helped. And candidly, let me just be very honest, I am not taking any credit for a lot of the work that we do in New England. The commitment that we've made, particularly in Amplify, right? We talked about Amplify. I'm happy to go in a bit deeper.
Just explain Amplify. Could you explain what it is?
100%. So Amplify is really our commitment to the broader New England communities, to include New York City and Long Island. It's really where I would say we've had cross-pollination between both People's United Bank and M&T. And so brass tacks, $25 million to be deployed across those communities over three years.
Okay.
So that commitment was alive and well prior to me coming to M&T. So I, you know, have the honor of helping my team steward that money in partnership with our local community partners and our local colleagues in those New England markets. We've deployed $20 million of that $25 million, many of which are longer term commitments, two and three years. All decisions are made locally. We have engaged our community partners in how we should deploy those resources, which I think is critically important. I mean, we call it community voice. We do it in a number of aspects of our business. I think it's quite exciting. So we're going into our third phase. We've wrapped up phase I and phase II.
We have tons of learnings relative to phase I and phase II, and so we're excited about, you know, the latter half of this $5 million to be deployed.
That doesn't end, right? That just... There's some version of what we'll do going forward as well.
We will continue to provide support to the communities that need it most, right?
Mm-hmm.
As it pertains to New England, you know, People's United certainly had a deep commitment. We are no different, right? You know, our commitment is sustained across now all of our communities. New England is a part of that. We're excited to understand, like, what can it look like. We certainly won't do it by ourselves, right? We're going to do it in partnership with our bankers in the community, with our communities. To me, it all comes together quite nicely, right? We spoke about, just during this conversation, our philanthropic efforts, our, you know, small business incubation and innovation labs, our multicultural branches. All of that is how we show up in our communities, and so all of that is going to continue, right, from now well beyond into the future.
Well, we're really, really, really lucky to have you. Thank you for deciding to come to M&T and doing your great work that you're helping us do. It's exciting. It's an exciting time, so we're really... Thank you for hosting as well.
Yeah. It was one of the best decisions I've made in my life.
Ah, that's great. So I just want to give a big shout out to all of our colleagues who have made 2023 a really great year through turmoil, helping customers, helping charitable organizations, and helping us get deeper into communities. It really was an exceptional year, and so I just want to thank all of you for everything you're doing and everything that you're continuing to do through 2024.
We are now back live. Thank you, Mr. Jones and Ms. Goss, for the insightful discussion. Let's now turn to the rest of the formal agenda. As we have not received any shareholder questions to present, we can move forward to the Inspector of Election and his report.
Thank you. Would the Inspector of Election now please give the report on the results of the three proposals?
Mr. René Jones, I can report that all of the nominees for director were elected, and proposals two and three were approved.
Thank you. This concludes our agenda. Our annual meeting might be concluding, but our work continues on. My colleagues and I are excited to have the opportunity to make a difference for our customers across our communities. It's a big job, but I know we have the team to do it. Thanks for watching. There being no objection, the 2024 annual meeting of shareholders of M&T Bank Corporation is adjourned. Thank you for participating today, and be well.