Webster Financial 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 13, 2011
WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (203) 578-2202
(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:
On May 31, 2011, Webster Financial Corporation (the Company) issued a press release announcing the appointment of Glenn I. MacInnes, age 50, as Executive Vice President and Chief Financial Officer, effective May 31, 2011.
There are no arrangements or understandings between Mr. MacInnes and any other person pursuant to which Mr. MacInnes was selected to serve as the Chief Financial Officer of the Company. There are no family relationships between Mr. MacInnes and any director or executive officer of the Company. There has been no transaction nor are there any proposed transactions between the Company and Mr. MacInnes that would require disclosure pursuant to Item 404(a) of Regulation S-K.
In connection with his employment, Mr. MacInnes will receive an annual base salary of $400,000, will be eligible to participate in the Companys annual incentive program with a target annual incentive of 62% of base salary, and will be eligible to receive long-term incentive equity grants targeted at 87% of base pay. Effective on the date of hire, Mr. MacInnes will receive a grant of restricted stock consisting of a number of shares valued at $75,000 on the grant date.
In connection with his appointment, the Company and Mr. MacInnes have entered into a Change in Control Agreement. Mr. MacInnes agreement covers a two-year period following a change in control and provides for payment of up to two times base salary and bonus, and benefits coverage for two years following termination. As with other recently granted Change in Control Agreements, Mr. MacInnes is also not entitled to any gross-up payment in the event he would be subject to excise tax. Under the Change in Control Agreement, Mr. MacInnes is eligible to receive payments and other benefits, subject to certain conditions, in the event he is terminated by the Company without Cause or resigns for Good Reason during the two-year period following a change in control (as defined in the agreement).
The payments and benefits payable under the Change in Control Agreements are as follows:
In the event of a termination under the above circumstances, the executive is entitled to:
The foregoing summary of the Change in Control Agreement is qualified in its entirety by reference to the Change in Control Agreement entered into with Mr. MacInnes, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. In addition, a copy of the press release dated May 31, 2011 announcing the appointment of Mr. MacInnes is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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.
Date: May 31, 2011