Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2023

Financial Institutions, Inc.

(Exact Name of Registrant as Specified in its Charter)

New York	000-26481	16-0816610
(State or Other Jurisdiction	(Commission File No.)	(I.R.S. Employer
of Incorporation)		Identification No.)

220 Liberty Street Warsaw, New York		14569
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (585) 786-1100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		FISI		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 8, 2023, Financial Institutions, Inc. (the “Company”) announced the resignations of Sean M. Willet, Executive Vice President and Chief Administrative Officer, and Justin K. Bigham, Executive Vice President and Chief Community Banking Officer.

Mr. Willett will remain with the Company through December 31, 2023, to support a smooth transition of the functions he previously oversaw, before pursuing a new opportunity as the chief executive officer of an out-of-market bank.

Mr. Bigham and Five Star Bank, the wholly owned subsidiary of the Company (the “Bank”), entered into a Separation Agreement and Release of All Claims (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Bigham’s employment will terminate as of the close of business on December 8, 2023. The Bank will make a lump sum cash payment to Mr. Bigham in an amount equal to $250,000, subject to required tax withholding, payable within 45 days of the execution of the Separation Agreement. The payment set forth in the Separation Agreement is in exchange for Mr. Bigham executing and not revoking the general release of claims included therein and complying with certain obligations including, but not limited to, standard confidentiality, cooperation, and non-disparagement provisions as well as non-solicitation of Bank employees and customers provisions. In the event that Mr. Bigham breaches his obligations under the Separation Agreement, the Bank may suspend or cancel the payment provided under the Separation Agreement in addition to seeking any other legal or equitable remedy available.

The foregoing summary is qualified in its entirety by the full text of the Separation Agreement, a copy of which the Company intends to file as an exhibit to its Annual Report on Form 10-K.

Item 7.01 Regulation FD Disclosure

The Company published an investor presentation regarding the restructuring of the Company’s leadership. The presentation is available on the Company’s website at www.FISI-investors.com under “Events & Presentations”. Investors should note that the Company announces material information in Securities and Exchange Commission (“SEC”) filings and press releases. Based on guidance from the SEC, the Company may also use the Investor Relations section of its corporate website, www.FISI-investors.com, to communicate with investors about the Company. It is possible that the information posted there could be deemed to be material information. The information on the Company’s website is not incorporated by reference into this Current Report on Form 8-K. This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, of the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On December 8, 2023, the Company issued a press release announcing the Company’s restructuring of its leadership. A copy of the press release dated December 8, 2023 is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release issued by Financial Institutions, Inc. on Leadership Changes, December 8, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		Financial Institutions, Inc.
DATE: December 8, 2023	By:	/s/ W. Jack Plants II
		W. Jack Plants II Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 99.1

Financial Institutions, Inc. Announces Leadership Changes

Realignment strengthens the diversified financial services company’s leadership team and streamlines organizational structure in key areas to support future growth

WARSAW, N.Y., December 8, 2023 — Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”), parent company of Five Star Bank (“Five Star”), SDN Insurance Agency, LLC, and Courier Capital, LLC, today announced changes to its executive leadership team and an associated realignment to strengthen its ability to execute on its long-term strategy and risk functions.

Reid A. Whiting, who formerly served as Senior Vice President, Director of Indirect and Fintech Lending Solutions, was named Chief Banking Officer. This newly created position leverages Mr. Whiting’s proven track record of executing on operational efficiency and process improvement during his tenures at both Five Star and Morgan Stanley, where he had global responsibility for a range of large-scale efficiency and regulatory change initiatives. As Chief Banking Officer, he will oversee all consumer banking channels, including digital banking, the retail branch network and call center, along with consumer lending, residential mortgage and the Company’s growing Banking-as-a-Service, or BaaS, line of business. Mr. Whiting will also join the executive leadership team as a direct report of President and CEO Martin K. Birmingham.

Senior Vice President and Chief Marketing Officer Blake G. Jones, a 20-year marketing and communications veteran, was also appointed to the executive leadership team, reporting directly into Mr. Birmingham and her span of control has been expanded to include enterprise sales. Her elevation to the Company’s executive ranks ensures that marketing, brand strategy and enterprise sales are aligned more closely with the Company’s long-term strategy and better positioned to support the success of Five Star and its affiliates.

Additionally, several executives will assume expanded leadership responsibilities, ensuring the Company is better situated to serve its internal and external stakeholders. The Company’s operations, product, and technology areas will move under Chief Financial Officer and Treasurer W. Jack Plants II, leveraging Mr. Plants’ financial services and operational expertise. Chief Risk Officer Gary A. Pacos, who has more than 30 years of risk management experience, assumes executive oversight of all credit administration, while Chief Human Resources Officer Laurie R. Collins will now take on ownership of enterprise-wide training and incentive planning, supporting the Company’s disciplined and consistent focus on the development of talent.

The Company also announced that Chief Administrative Officer Sean M. Willett is pursuing a new opportunity as CEO of an out-of-market bank and will remain with the Company through year-end to support a smooth transition of the functions he previously oversaw. In addition, Chief Community Banking Officer Justin K. Bigham has resigned.

“The exciting changes announced this week position our Company to accelerate our ability to grow our digital engagement with customers while ensuring our exceptional customer-facing teams are in a strong position to provide value-added services to those we serve,” said Mr. Birmingham. “As we respond to an evolving and challenging operating environment that we expect to continue in 2024, we now can do so as a simpler, more streamlined and functional organization, where leaders across the enterprise are empowered to drive near-term success in pursuit of strong execution of long-term initiatives.”

“These leadership changes leverage the strengths of our team of executives, which now includes Blake Jones and Reid Whiting. Both Blake and Reid have considerable experience in their respective areas, bring new and diverse perspectives to our leadership team, and, importantly, allow us to bring key functions closer together in a way that will better support our enterprise into the future,” Mr. Birmingham added. “I would like to also thank both Sean and Justin for their leadership and contributions to our Company. We wish them well in their future endeavors.”

In conjunction with these leadership changes, the Company announced a broader restructuring that simplifies its organizational structure by reducing layers of management that no longer align with the Company’s long-term focus, positions the Company to better capitalize on data and technology expertise to further improve operational efficiencies, and supports improved process execution, while enhancing the Company’s ability to deepen customer relationships across its diversified and complimentary lines of business. The realignment impacted approximately 3.4% of the Company’s workforce and is also reflective of proactive measures to remove approximately $6 million in annual noninterest expenses that are primarily representative of salaries and benefits.

Mr. Whiting joined the Company in September 2022 from Morgan Stanley, where he gained broad experience in treasury liquidity planning, regulatory affairs and compliance, most recently serving as Treasurer for Morgan Stanley’s US institutional broker dealer and global head of the recovery and resolution planning program. He earned his B.A. in Economics and Public Relations from Syracuse University’s Maxwell School of Citizenship & Public Affairs and S.I. Newhouse School of Public Communications, respectively, and M.B.A. from New York University’s Leonard N. Stern School of Business. He is a member of the Consumer Bankers Association Automobile Finance Committee.

Ms. Jones joined the Company in July 2023, bringing 20 years of marketing and communications experience to the growing community bank and its affiliates. Prior to joining Five Star, she served as Senior Vice President, Marketing Director for Arrow Financial Corp. Earlier in her career, Ms. Jones was a journalist and editor with publications in New York, Hawaii and California. She earned her B.A. in Mass Communications from Washington and Lee University.

About Financial Institutions, Inc.
Financial Institutions, Inc. (NASDAQ: FISI) is an innovative financial holding company with approximately $6.1 billion in assets offering banking, insurance and wealth management products and services through a network of subsidiaries. Its Five Star Bank subsidiary provides consumer and commercial banking and lending services to individuals, municipalities and businesses throughout Western and Central New York and its Mid-Atlantic commercial loan production office serves the Baltimore and Washington, D.C. region. SDN Insurance Agency, LLC provides a broad range of insurance services to personal and business clients, while Courier Capital, LLC offers customized investment management, financial planning and consulting services to individuals and families, businesses, institutions, non-profits and retirement plans. Learn more at five-starbank.com and FISI-investors.com.

For additional information contact:

Kate Croft

Director of Investor and External Relations

(716) 817-5159

klcroft@five-starbank.com

Document and Entity Information	Dec. 08, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 08, 2023
Entity File Number	000-26481
Entity Registrant Name	FINANCIAL INSTITUTIONS INC
Entity Central Index Key	0000862831
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	16-0816610
Entity Address, Address Line One	220 Liberty Street
Entity Address, City or Town	Warsaw
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14569
City Area Code	585
Local Phone Number	786-1100
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	FISI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false