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 24, 2018
WASHINGTON TRUST BANCORP, INC. |
(Exact Name of Registrant as Specified in Charter)
Rhode Island | 001-32991 | 05-0404671 | ||
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) | ||
incorporation) | ||||
23 Broad Street | ||||
Westerly, Rhode Island | 02891 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
(401) 348-1200 |
(Registrant's telephone number, including area code) |
N/A |
(Former name or address, if changed from 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 o |
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. o |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Corporation’s Annual Meeting of Shareholders was held on April 24, 2018. On the record date of February 27, 2018, there were 17,233,343 shares issued, outstanding and eligible to vote, of which 14,898,213 shares, or 86.4%, were represented at the Annual Meeting either in person or by proxy.
The results of matters voted upon are presented below:
1. | Four directors, nominated by the Board of Directors, were elected to hold office as directors of the Corporation, each to serve until the 2021 Annual Meeting and until their successors are duly elected and qualified: |
Term | Votes For | Votes Withheld | Broker Non-votes | |||
Steven J. Crandall | 3 years | 12,129,528 | 486,151 | 2,282,534 | ||
Constance A. Howes, Esq. | 3 years | 12,540,761 | 74,918 | 2,282,534 | ||
Joseph J. MarcAurele | 3 years | 12,251,923 | 363,756 | 2,282,534 | ||
Edwin J. Santos | 3 years | 12,533,973 | 81,706 | 2,282,534 | ||
2. | The ratification of the selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2018. |
Votes For | Votes Against | Abstentions | Broker Non-votes |
14,561,267 | 308,880 | 28,065 | 1 |
3. | A non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers. |
Votes For | Votes Against | Abstentions | Broker Non-votes |
12,335,223 | 179,353 | 101,101 | 2,282,536 |
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. | |||
(Registrant) | |||
Date: April 26, 2018 | By: | /s/ Ronald S. Ohsberg | |
Ronald S. Ohsberg | |||
Senior Executive Vice President, Chief Financial Officer and Treasurer | |||