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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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbols
Name of each exchange on which registered
iCommon Stock, par value $0.01 per share
iWBS
iNew
York Stock Exchange
iDepositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock
iWBS-PrF
iNew
York Stock Exchange
iDepositary Shares, each representing 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock
iWBS-PrG
iNew
York Stock Exchange
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 i☐
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. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders.
On April 24, 2024, Webster Financial Corporation (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 156,744,066 shares were present or represented
by proxy at the meeting, representing 91.4% of all shares entitled to vote at the Annual Meeting. At the Annual Meeting, the Company's stockholders voted on three proposals, each of which is described in the Proxy Statement. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for or against each matter and the number of abstentions and, if applicable, broker non-votes with respect to each matter.
Proposal 1 — Election of Directors
The Company's stockholders elected eleven individuals to the Board of Directors to serve one-year terms, as set forth below:
NOMINEES
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
John
R. Ciulla
138,161,319
6,348,432
196,869
12,037,446
William L. Atwell
141,244,470
3,307,496
154,654
12,037,446
John P. Cahill
138,277,510
6,253,324
175,786
12,037,446
E.
Carol Hayles
143,230,693
1,314,098
161,829
12,037,446
Mona Aboelnaga Kanaan
142,694,934
1,848,077
163,609
12,037,446
Maureen B. Mitchell
143,565,415
982,306
158,899
12,037,446
Laurence
C. Morse
139,041,592
5,496,257
168,771
12,037,446
Richard O’Toole
137,834,295
6,695,147
177,178
12,037,446
Mark Pettie
140,781,611
3,738,732
186,277
12,037,446
Lauren
C. States
144,045,293
505,126
156,201
12,037,446
William E. Whiston
143,549,478
984,673
172,469
12,037,446
Proposal 2 — Say-on-Pay
The Company's stockholders approved, on a non-binding, advisory basis, the compensation of the
Company's named executive officers as set forth below:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
141,591,347
2,616,117
499,156
12,037,446
Proposal 3 — Auditor Ratification
The
Company's stockholders ratified the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024, as set forth below:
FOR
AGAINST
ABSTAIN
153,309,300
2,973,277
461,489
Item 9.01
Financial
Statements and Exhibits
(d)Exhibits.
Exhibit Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
