TOMPKINS FINANCIAL CORP — Remuneration Information 2021

Mar 29, 2021

DEFA14A 1 tmp-defa14a_051121.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A (Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐

Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☑ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12

| Tompkins
Financial Corporation |
| --- |
| (Name
of Registrant as Specified In Its Charter) |
| (Name
of Person(s) Filing Proxy Statement, if other than the Registrant) |

Payment of Filing Fee (Check the appropriate box): ☑ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

| 1) | Title of each class of securities
to which transaction applies: |
| --- | --- |
| 2) | Aggregate number of securities to which transaction
applies: |
| 3) | Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)	Amount Previously Paid:
2)	Form, Schedule or Registration Statement No.:
3)	Filing Party:
4)	Date Filed:

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

TOMPKINS FINANCIAL CORPORATION C/O AMANDA LIPPINCOTT 118 EAST SENECA ST P.O. BOX 460 ITHACA, NY 14851
D46913-P48764

You invested in TOMPKINS FINANCIAL CORPORATION and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 11, 2021.

Get informed before you vote

View the Notice of Meeting/Proxy Statement, Corporate Report, and Form 10-K online OR you can receive a free paper or email copy of the materials and proxy card by requesting prior to April 27, 2021. If you would like to request a copy of the materials for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

●
Control
#

	●
●	Virtually at: www.virtualshareholdermeeting.com/TMP2021

Field: Rule-Page

Field: /Rule-Page

*Please check the meeting materials for any special requirements for meeting attendance. Follow the instructions on www.virtualshareholdermeeting.com for directions on how to vote your shares at the meeting.

v1

Field: Page; Sequence: 2; Options: NewSection

Field: /Page

Vote at www.ProxyVote.com

Field: Rule-Page

Field: /Rule-Page

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to learn how to obtain more information and how to vote on these important matters.

| Voting
Items | Board Recommends |
| --- | --- |
| 1.
Election of thirteen (13) directors for a term of one year: Nominees: 01)
John E. Alexander 08) Thomas R. Rochon 02)
Paul J. Battaglia 09) Stephen S. Romaine 03)
Daniel J. Fessenden 10) Michael H. Spain 04)
James W. Fulmer 11) Jennifer R. Tegan 05)
Patricia A. Johnson 12) Alfred J. Weber 06)
Frank C. Milewski 13) Craig Yunker 07)
Ita M. Rahilly | For |
| 2. Advisory
approval of the compensation paid to the Company’s Named Executive Officers. | For |
| 3. Ratify
the appointment of the independent registered public accounting firm, KPMG LLP, as the Company’s independent auditor
for the fiscal year ending December 31, 2021. | For |
| NOTE: In their discretion, the
proxies will vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof, including
adjournment of the Annual Meeting and any other matters incident to the conduct of the Annual Meeting. | |

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D46914-P48764

Field: Page; Sequence: 3

Field: /Page