FINANCIAL INSTITUTIONS INC
For the period ended Dec 31, 2023. Filed Mar 13, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 13, 2024
FISI$39.97-0.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)
FINANCIAL STATEMENTS
Reference is made to the Index to Consolidated Financial Statements of Financial Institutions, Inc. and subsidiaries under Item 8 “Financial Statements and Supplementary Data” in Part II of this Annual Report on Form 10-K.
(b)
EXHIBITS
The following is a list of all exhibits filed or incorporated by reference as part of this Report.
| ExhibitNumber | Description | Location |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company | Incorporated by reference to Exhibits 3.1, 3.2 and 3.3 of the Form 10-K for the year ended December 31, 2008, dated March 12, 2009 |
| 3.2 | Amended and Restated Bylaws of Financial Institutions, Inc. | Incorporated by reference to Exhibit 3.1 of the Form 8-K, dated June 25, 2019 |
| 4.1 | Subordinated Indenture, dated as of April 15, 2015, between Financial Institutions, Inc. and Wilmington Trust, National Association, as Trustee | Incorporated by reference to Exhibit 4.1 of the Form 8-K, dated April 15, 2015 |
| 4.2 | First Supplemental Indenture, dated as of April 15, 2015, between Financial Institutions, Inc. and Wilmington Trust, National Association, as Trustee | Incorporated by reference to Exhibit 4.2 of the Form 8-K, dated April 15, 2015 |
| 4.3 | Form of Global Note to represent the 6.00% Fixed-to-Floating Rate Subordinated Notes due April 15, 2030 | Incorporated by reference to Exhibit A of Exhibit 4.2 of the Form 8-K, dated April 15, 2015 |
| 4.4 | Subordinated Indenture, dated as of October 7, 2020, between Financial Institutions, Inc. and Wilmington Trust, National Association, as Trustee | Incorporated by reference to Exhibit 4.1 of the Form 8-K, dated October 7, 2020. |
| 4.5 | Form of 4.375% Fixed-to-Floating Rate Subordinated Note due October 15, 2030 | Included in Exhibit 4.4. |
| 4.6 | Description of the Company’s Securities | Incorporated by reference to Exhibit 4.4 of the Form 10-K for the year ended December 31, 2019, dated March 4, 2020. |
| 10.1 | Supplemental Executive Retirement Agreement between Financial Institutions, Inc. and Peter G. Humphrey | Incorporated by reference to Exhibit 10.3 of the Form 10-Q for the quarterly period ended September 30, 2012, dated November 6, 2012 |
| 10.2 | Supplemental Executive Retirement Agreement between Financial Institutions, Inc. and Richard J. Harrison | Incorporated by reference to Exhibit 10.1 of the Form 10-Q for the quarterly period ended June 30, 2014, dated August 5, 2014 |
| 10.3 | Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.1 of the Form 10-Q for the quarterly period ended June 30, 2021, dated August 9, 2021 |
| 10.4 | Form of Director Annual Restricted Stock Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.4 of the Form 10-K for the year ended December 31, 2022, dated March 9, 2023 |
| 10.5 | Form of Director “In Lieu of Cash Fees” Stock Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.3 of the Form 10-Q for the quarterly period ended June 30, 2015, dated August 5, 2015 |
| 10.6 | Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.6 of the Form 10-K for the year ended December 31, 2022, dated March 9, 2023 |
| 10.7 | Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.7 of the Form 10-K for the year ended December 31, 2022, dated March 9, 2023 |
| 10.8 | Form of Indemnification Agreement | Incorporated by reference to Exhibit 10.8 of the Form 10-K for the year ended December 31, 2022, dated March 9, 2023 |
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| ExhibitNumber | Description | Location |
| 10.9 | Amended and Restated Executive Agreement, dated May 3, 2017, by and between Financial Institutions, Inc. and Martin K. Birmingham | Incorporated by reference to Exhibit 10.1 of the Form 8-K, dated May 4, 2017 |
| 10.10 | Supplemental Executive Retirement Agreement between Financial Institutions, Inc. and Kevin B. Klotzbach dated June 26, 2018 | Incorporated by reference to Exhibit 10.1 of the Form 10-Q for the quarterly period ended June 30, 2018, dated August 8, 2018 |
| 10.11 | Form of Executive Agreement | Incorporated by reference to Exhibit 10.15 of the Form 10-K for the year ended December 31, 2020, dated March 15, 2021 |
| 10.12 | Form of Performance Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.2 of the Form 10-Q for the quarterly period ended March 31, 2021, dated May 10, 2021 |
| 10.13 | Financial Institutions, Inc. Executive Incentive Plan, effective as of January 1, 2021 | Incorporated by reference to Exhibit 10.13 of the Form 10-K for the year ended December 31, 2021, dated March 10, 2022 |
| 10.14 | Severance Agreement and Release of All Claims, by and between Financial Institutions, Inc. and Justin K. Bigham | Filed Herewith |
| 21 | Subsidiaries of Financial Institutions, Inc. | Filed Herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm, RSM US LLP | Filed Herewith |
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Executive Officer | Filed Herewith |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Financial Officer | Filed Herewith |
| 32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed Herewith |
| 101.INS | Inline XBRL Instance Document | |
| 97 | Policy Relating to Recovery of Erroneously Awarded Compensation | Filed Herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
All material agreements consist of management contracts, compensatory plans or arrangements.
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