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Section 1: DEFA14A (DEFA14A)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
 
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only, (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
ý
Definitive Additional Materials
o
Soliciting Material under Rule 14a-12

WASHINGTON TRUST BANCORP, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ý
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
1)
Title of each class of securities to which transaction applies:
 
2)
Aggregate number of securities to which transaction applies:
 
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 
4)
Proposed maximum aggregate value of transaction:
 
5)
Total fee paid:

o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
1)
Amount Previously Paid:
 
2)
Form, Schedule or Registration Statement No.:
 
3)
Filing Party:
 
4)
Date Filed:







Important Notice of Availability of Proxy Materials for the Shareholder Meeting of
392571740_wtbancorpblackflathoriza01.jpg
To Be Held On:
Tuesday, April 24, 2018 at 11:00 a.m. (local time)
Westerly Library, 44 Broad Street, Westerly, Rhode Island
 
 
 
COMPANY NUMBER
 
 
 
 
ACCOUNT NUMBER
 
 
 
 
CONTROL NUMBER
 
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before April 13, 2018.
Please visit www.washtrustbancorp.com/proxy, where the following materials are available for view:
Notice of Annual Meeting of Stockholders
Proxy Statement
Form of Electronic Proxy Card
Annual Report on Form 10-K
TO REQUEST MATERIAL:
TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers)
E-MAIL: [email protected]
WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
TO VOTE: [Scan Omitted]
ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 p.m. (local time) on Monday, April 23, 2018.
IN PERSON: You may vote your shares in person by attending the Annual Meeting. Directions to the 2018 Annual Meeting of Shareholders of Washington Trust Bancorp, Inc. are available in the Investor Relations section of our website at www.washtrustbancorp.com/proxy.
TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call.
MAIL: You may request a card by following the instructions above.
1.
The election of four directors, nominated by the Board of Directors, each to serve for three-year terms and until their successors are duly elected and qualified:
2.
The ratification of the selection of KPMG LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2018.
 
NOMINEES:
3.
A non-binding advisory resolution to approve the compensation of the Corporation's named executive officers.
 
Steven J. Crandall
 
 
Constance A. Howes, Esq.
 
 
Joseph J. MarcAurele
 
 
Edwin J. Santos
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL NOMINEES LISTED IN PROPOSAL 1; AND "FOR" PROPOSALS 2 AND 3.
 
 
 
PLEASE NOTE THAT YOU CANNOT VOTE BY RETURNING THIS NOTICE.
 
 












*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 24, 2018


WASHINGTON TRUST BANCORP, INC.         Meeting Information
Meeting Type: Annual Meeting
For holders as of: February 27, 2018
Date: April 24, 2018    Time: 11:00 a.m. LST
Location:    Westerly Library
44 Broad Street
Westerly, Rhode Island 02891

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.






— Before You Vote —
 
How to Access the Proxy Materials
 
Proxy Materials Available to VIEW or RECEIVE:
1.  Annual Report 2. Form 10-K 3. Proxy Statement
 
How to View Online:
 
Have the information that is printed in the box marked by the arrow
è

xxxx xxxx xxxx xxxx
  (located on the
 
following page) and visit: www.proxyvote.com.
 
How to Request and Receive a PAPER or E-MAIL Copy:
 
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for
 
requesting a copy. Please choose one of the following methods to make your request:
 
 
 
1) BY INTERNET:         www.proxyvote.com
 
 
 
2) BY TELEPHONE:    1-800-579-1639
 
 
 
3) BY E-MAIL*:            [email protected]
 
*If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked
 
by the arrow
è

xxxx xxxx xxxx xxxx
 
  (located on the following page) in the subject line.
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment
 
advisor. Please make the request as instructed above on or before April 10, 2018 to facilitate timely delivery.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
— How To Vote —
 
Please Choose One of the Following Voting Methods
 
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

 
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
 
marked by the arrow
è

xxxx xxxx xxxx xxxx
 available and follow the instructions.  
 
 
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






Voting Items
 
 
 

The Board of Directors recommends that you vote FOR the following:
1    Election of Directors
Nominees
01 Steven J. Crandall 02 Constance A. Howes, Esq. 03 Joseph J. MarcAurele 04 Edwin J. Santos

The Board of Directors recommends you vote FOR the following proposal(s):

2
The ratification of the selection of KPMG LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2018.
3
A non-binding advisory resolution to approve the compensation of the Corporation's named executive officers.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.




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