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Webster Financial 8-K 2012

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K





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): April 26, 2012



Webster Financial Corporation.

(Exact name of registrant as specified in its charter)




Delaware   001-31486   06-1187536

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


Webster Plaza, Waterbury, Connecticut   06702
(Address of principal executive offices)   (Zip Code)

Registrant’s 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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07 Submission of Matters to a Vote of Security Holders

On April 26, 2012, Webster Financial Corporation (the “Company” or “Webster”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The Company’s shareholders approved each of the four proposals detailed in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 23, 2012.

The proposals voted on by the shareholders at the Annual Meeting were as follows:


  1. The Company’s shareholders elected three individuals to the Board of Directors to serve one-year terms, as set forth below:



   Votes For      Votes Withheld      Broker Non-Votes  

Robert A. Finkenzeller

     74,824,042         1,139,137         6,695,745   

Laurence C. Morse

     75,452,520         510,659         6,695,745   

Mark Pettie

     72,996,884         2,966,295         6,695,745   


  2. The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the named executive officers of Webster, as set forth below:


Votes For

  Votes Against     Abstain     Broker Non-Votes  
70,781,082     4,969,979        212,118        6,695,745   


  3. The Company’s shareholders approved an amendment to and restatement of Webster’s Second Restated Certificate of Incorporation, as amended, to provide for the annual election of directors, as set forth below:


Votes For

  Votes Against     Abstain     Broker Non-Votes  
75,611,720     215,815        135,644        6,695,745   


  4. The Company’s shareholders ratified the appointment by the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of Webster for the fiscal year ending December 31, 2012, as set forth below:


Votes For

  Votes Against     Abstain  
82,316,351     219,508        123,065   


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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.


Date: April 27, 2012   By:  

/s/ Harriet Munrett Wolfe

    Name:   Harriet Munrett Wolfe
    Title:   Executive Vice President,
      General Counsel and Secretary


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