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Webster Financial 8-K 2017

Documents found in this filing:

  1. 8-K
  2. 8-K
Document


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 27, 2017
 _________________________ 
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 5.07    Submission of Matters to a Vote of Security Holders.

On April 27, 2017, Webster Financial Corporation (the “Company”) held its 2017 annual meeting of shareholders (the “Annual Meeting”) at the New Britain Museum of American Art, 56 Lexington Street, New Britain, CT 06052. At the Annual Meeting, the Company’s shareholders voted on four 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 17, 2017. 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
81,097,707
71,814
145,596
5,210,854
Joel S. Becker
80,805,196
381,446
128,475
5,210,854
John J. Crawford
80,478,031
700,669
136,417
5,210,854
Elizabeth E. Flynn
81,096,375
77,075
141,667
5,210,854
Laurence C. Morse
80,973,319
193,722
148,076
5,210,854
Karen R. Osar
81,054,509
127,223
133,385
5,210,854
Mark Pettie
81,098,554
69,916
146,647
5,210,854
Charles W. Shivery
81,030,469
140,665
143,983
5,210,854
James C. Smith
80,659,638
508,437
147,042
5,210,854
Lauren C. States
81,130,239
68,896
115,982
5,210,854

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
78,148,007
2,777,065
390,045
5,210,854

Proposal 3
The Company’s shareholders ratified the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of Webster for the fiscal year ending December 31, 2017, as set forth below:

Votes For
Votes Against
Abstain
86,123,101
207,620
195,250








Proposal 4
The Company’s shareholders voted, on a non-binding, advisory basis, on the frequency of an advisory vote on the compensation of the named executive officers of Webster, as set forth below:
1 Year
2 Years
3 Years
Abstain
71,002,944
280,091
9,701,310
330,772






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 28, 2017
 
By:
/s/ Harriet Munrett Wolfe
 
 
Name:
Harriet Munrett Wolfe
 
 
Title:
Executive Vice President, General Counsel and Secretary



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