WBS » Topics » Proposal 3

This excerpt taken from the WBS DEF 14A filed Mar 20, 2009.

(Proposal 3)

The American Recovery and Reinvestment Act of 2009, signed into law on February 17, 2009, requires participants in the Treasury’s Capital Purchase Program to permit a separate, non-binding shareholder vote to approve the compensation of executives, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (including the compensation discussion and analysis, the compensation tables, and any related material).

As a participant in the Capital Purchase Program, Webster is providing you the opportunity to endorse or not endorse Webster’s executive pay program and policies by voting on the following resolution:

“Resolved, that the shareholders approve the executive compensation philosophy, policies and procedures described in the Compensation Discussion and Analysis, and the application of the compensation philosophy, policies and procedures as reflected in the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this Proxy Statement.”

The Board of Directors believes that Webster’s compensation philosophy, policies and procedures provide a strong link between each named executive officer’s compensation and Webster’s short and long-term performance. The objective of Webster’s compensation program is to provide compensation which is competitive, variable based on Webster’s performance and aligned with the long-term interests of shareholders.

Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

This excerpt taken from the WBS 10-Q filed Aug 5, 2008.

Proposal 3

Shareholders cast 46,753,534 votes for, 651,712 votes against and 138,487 abstentions.


(d) Not applicable.
This excerpt taken from the WBS DEF 14A filed Mar 7, 2008.

(Proposal 3)

The Board of Directors has appointed the firm of KPMG LLP to continue as the independent registered public accounting firm for Webster for the year ending December 31, 2008, subject to ratification of the appointment by Webster’s shareholders. KPMG LLP was appointed as the independent registered public accounting firm of Webster in 1985, has performed audits for Webster for the years ended December 31, 1986 through 2007. Unless otherwise indicated, properly executed proxies will be voted in favor of ratifying the appointment of KPMG LLP, an independent registered public accounting firm, to audit the consolidated financial statements of Webster for the year ending December 31, 2008 and the internal control over financial reporting of Webster as of December 31, 2008. No determination has been made as to what action the Board of Directors would take if Webster’s shareholders do not ratify the appointment.

Assuming the presence of a quorum at the Annual Meeting, the affirmative vote of the majority of the votes cast is required to ratify the appointment of KPMG LLP as Webster’s independent registered public accounting firm for the year ending December 31, 2008.

Representatives of KPMG LLP are expected to be present at the Annual Meeting. They will be given an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

This excerpt taken from the WBS 10-Q filed Aug 8, 2007.

Proposal 3

Shareholders cast 49,869,702 votes for, 678,893 votes against and 169,634 abstentions.


(d) Not applicable.
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