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 26, 2018
 _________________________ 
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:
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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





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

On April 26, 2018, Webster Financial Corporation (the “Company”) held its 2018 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 three 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 23, 2018. 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
80,880,124
69,870
107,000
5,175,044
Joel S. Becker
80,323,293
643,934
89,767
5,175,044
John R. Ciulla
80,809,820
167,910
79,264
5,175,044
John J. Crawford
79,878,629
1,089,752
88,613
5,175,044
Elizabeth E. Flynn
80,912,955
55,838
88,201
5,175,044
Laurence C. Morse
80,447,386
509,603
100,005
5,175,044
Karen R. Osar
80,758,992
217,627
80,375
5,175,044
Mark Pettie
80,885,022
73,470
98,502
5,175,044
James C. Smith
80,330,667
641,497
84,830
5,175,044
Lauren C. States
80,912,165
56,422
88,407
5,175,044

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
79,754,612
1,075,344
227,038
5,175,044

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, 2018, as set forth below:

Votes For
Votes Against
Abstain
85,767,454
301,513
163,071








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 27, 2018
 
By:
/s/ Harriet Munrett Wolfe
 
 
Name:
Harriet Munrett Wolfe
 
 
Title:
Executive Vice President, General Counsel and Secretary