Webster Financial 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 23, 2006
Webster Financial Corporation
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (203) 465-4364
(Former name or former address, if changed since 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))
Item 1.01. Entry into a Material Definitive Agreement.
Base Salaries. On February 23, 2006, the Board of Directors of Webster Financial Corporation (the Company) approved the Compensation Committees recommended base salaries for the executive officers listed below (the Named Executive Officers) in the amounts indicated, effective January 1, 2006.
Annual Incentive Awards for 2005. On February 23, 2006, the Board of Directors of the Company approved the Compensation Committees recommended annual incentive awards for 2005, payable in cash, to the Named Executive Officers, except for Mr. Smith whose annual incentive award was determined solely by the Compensation Committee, in the amounts indicated below.
Executive Officer Bonus Criteria for 2006. On February 23, 2006, the Board of Directors of the Company approved the Compensation Committees recommended parameters for determining the cash bonus for the Named Executive Officers. James C. Smith, the Companys Chief Executive Officer (CEO), and William T. Bromage, the Companys Chief Operating Officer (COO), are participants under the Companys Qualified Performance-Based Compensation Plan. The Committee set goals for the CEO and COO primarily based on two performance metrics, with certain weightings attributable to achievement of each: (i) net income per share (adjusted to exclude all non-recurring items) and (ii) Return on Average Equity, using the median for the Companys peer group and measuring the Companys relative performance to the median. The target bonus for the CEO and COO is 100% and 80%, respectively, of base salary.
With respect to the Named Executive Officers, other than the CEO and COO, the goals are primarily based on three metrics, with certain weightings attributable to achievement of each: (i) net income per share (adjusted to exclude all non-recurring items); (ii) business unit financial objectives or line of business results, and (iii) Return on Average Equity, using the median for the Companys peer group and measuring the Companys relative performance to the median. For these Named Executive Officers, the target bonuses are a percentage of base salary ranging from 65% to 70%.
The actual bonus payments for any Named Executive Officer may range from zero to 200% of target bonus depending upon the financial performance of the Company. The Committee also has the discretion to award up to an additional 10% of target based on the performance achieved against annual strategic initiatives.
The Company will provide additional information regarding the compensation of the Named Executive Officers in its Proxy Statement for the 2006 Annual Meeting of Shareholders, which will be issued in Mid-March.
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.