Annual Reports

 
Quarterly Reports

 
8-K

  • 8-K (Nov 15, 2017)
  • 8-K (Nov 8, 2017)
  • 8-K (Oct 19, 2017)
  • 8-K (Oct 17, 2017)
  • 8-K (Sep 20, 2017)
  • 8-K (Sep 19, 2017)

 
Other

Webster Financial 8-K 2016

Documents found in this filing:

  1. 8-K
  2. Ex-3.1
  3. Ex-3.1
8-K


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 28, 2016
 _________________________ 
WEBSTER FINANCIAL CORPORATION
 
(Exact name of registrant as specified in its charter)
 

 
 
 
 
 
 
Delaware
 
001-31486
 
06-1187536
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
145 Bank Street, Waterbury, Connecticut
 
06702
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (203) 578-2202
 
 Not Applicable
(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 3.03    Material Modification to Rights of Security Holders.

The information provided by Item 5.07 below with respect to (i) the approval by the shareholders of Webster Financial Corporation (the “Company”) of an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to provide that the Company’s shareholders may remove any director from office with or without cause and (ii) the Company’s filing of the Fourth Amended and Restated Certificate of Incorporation, attached to this Current Report on Form 8-K as Exhibit 3.1, in Delaware is incorporated herein by reference.

Item 5.03    Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
See Item 5.07 below with respect to the approval by the Company’s shareholders of an amendment to the Company’s Third Amended and Restated Certificate of Incorporation.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On April 28, 2016, the Company held its 2016 annual meeting of shareholders (the “Annual Meeting”) at the Mattatuck Museum, 144 West Main Street, Waterbury, Connecticut 06702. At the Annual Meeting, the Company’s shareholders voted on five proposals each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on March 18, 2016. 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, if applicable, and broker non-votes with respect to each matter.    
Proposal 1
The Company’s shareholders elected ten individuals to the board of directors to serve one-year terms, as set forth below:
NOMINEES
VOTES
FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER
NON-VOTES
William L. Atwell
79,092,077

82,689

192,399

5,890,690

Joel S. Becker
74,759,240

4,452,196

155,729

5,890,690

John J. Crawford
74,450,034

4,757,269

159,862

5,890,690

Elizabeth E. Flynn
79,107,814

62,786

196,565

5,890,690

C. Michael Jacobi
76,475,935

2,705,773

185,457

5,890,690

Laurence C. Morse
78,799,239

406,147

161,779

5,890,690

Karen R. Osar
79,100,908

74,868

191,389

5,890,690

Mark Pettie
79,072,657

100,667

193,841

5,890,690

Charles W. Shivery
78,818,523

351,884

196,758

5,890,690

James C. Smith
77,879,017

1,278,134

210,014

5,890,690


Proposal 2
The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth below:
Votes For
Votes Against
Abstain
Broker Non-Votes
77,909,208

1,156,659

301,478

5,890,690










Proposal 3
The Company’s shareholders ratified the appointment by the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm of for the fiscal year ending December 31, 2016, as set forth below:
Votes For
Votes Against
Abstain
84,954,069

131,061

172,725


Proposal 4
The Company’s shareholders approved the amendment and restatement of the 1992 Stock option Plan and re-approved the material terms for the payment of performance-based compensation under the 1992 Stock Option Plan:
Votes For
Votes Against
Abstain
Broker Non-Votes
75,682,297

3,414,316

270,552

5,890,690


Proposal 5    
The Company’s shareholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, to provide that the Company’s shareholders may remove any director from office with or without cause:
Votes For
Votes Against
Abstain
Broker Non-Votes
78,871,994

290,465

204,706

5,890,690


On April 29, 2016, the Company filed the Fourth Amended and Restated Certificate of Incorporation with the Secretary of the State of Delaware reflecting the amendment with Fourth Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A discussion of the amendment is included in the Proxy Statement, which discussion is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits
 
Number
Exhibit
 
 
3.1
Fourth Amended and Restated Certificate of Incorporation of the Company.







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.

 
 
 
WEBSTER FINANCIAL CORPORATION
 
 
 
(Registrant)
 
 
 
Date: April 29, 2016
 
By:
/s/ Harriet Munrett Wolfe
 
 
Name:
Harriet Munrett Wolfe
 
 
Title:
Executive Vice President, General Counsel and Secretary







Exhibit Index
Number
Exhibit
3.1
Fourth Amended and Restated Certificate of Incorporation of the Company.



Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki