Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(d) Election of Carlton J. Charles to the Board of Directors

On January 18, 2023, the Board of Directors of M&T Bank Corporation ("M&T") elected Carlton J. Charles as a director of M&T. Upon his election, Mr. Charles was appointed as a member of the Nomination and Governance Committee of the Board of Directors of M&T. Mr. Charles was also elected as a director of M&T Bank, M&T's principal banking subsidiary. The public announcement was made by means of a news release, which is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

As a non-employee director, Mr. Charles will participate in M&T's director compensation program as described in M&T's 2022 proxy statement, which was filed with the Securities and Exchange Commission on March 16, 2022. There are no arrangements or understandings between Mr. Charles and any other person pursuant to which he was selected as a director, and Mr. Charles does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit No.       Description

99.1                News Release dated January 18, 2023

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

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