Washington Trust Bancorp Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| 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): April 23, 2024
(Exact Name of Registrant as Specified in Charter)
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Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2024, John J. Bowen, Steven J. Crandall, and Joseph J. MarcAurele retired from the Board of Directors of Washington Trust Bancorp, Inc. (the "Corporation"). The Corporation's corporate governance guidelines, consistent with the By-laws, require any director who attains age 72 to resign from the Board of Directors as of the Annual Meeting of Shareholders following such director's 72nd birthday. Mr. Bowen, Mr. Crandall and Mr. MarcAurele, reached age 72 prior to the 2024 Annual Meeting of Shareholders ("2024 Annual Meeting").
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 23, 2024, the Corporation held its 2024 Annual Meeting by remote communication. On the record date of February 27, 2024, there were 17,033,174 shares outstanding and eligible to vote, of which 13,960,015 shares, or 82.0%, were represented at the 2024 Annual Meeting.
The following is a brief description of each matter voted on by the Corporation’s shareholders at the 2024 Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each matter.
Proposal 1
The election of four individuals to the Board of Directors, each to serve a three-year term and until their successors are duly elected and qualified:
| Term | Votes For | Votes Withheld | Broker Non-votes | |||||||||||
| Constance A. Howes, Esq. | 3 years | 10,628,054 | 363,443 | 2,968,518 | ||||||||||
| Edwin J. Santos | 3 years | 10,209,449 | 782,048 | 2,968,518 | ||||||||||
| Lisa M. Stanton | 3 years | 10,767,539 | 223,958 | 2,968,518 | ||||||||||
| Angel Taveras, Esq. | 3 years | 10,798,710 | 192,787 | 2,968,518 | ||||||||||
Proposal 2
Ratification of the selection of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 13,850,515 | 82,844 | 26,656 | — | ||||||||
Proposal 3
Approval, on a non-binding advisory basis, of the compensation of the Corporation’s named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 10,167,049 | 714,126 | 110,322 | 2,968,518 | ||||||||
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |||||||||||||
| Exhibit No. | Exhibit | |||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WASHINGTON TRUST BANCORP, INC. | ||||||||||||||
| Date: | April 25, 2024 | By: | /s/ Ronald S. Ohsberg | |||||||||||
| Ronald S. Ohsberg | ||||||||||||||
| Senior Executive Vice President, Chief Financial Officer and Treasurer | ||||||||||||||