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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:







*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 23, 2019

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Meeting Information
WASHINGTON TRUST BANCORP, INC.
 
 
Meeting Type:
Annual Meeting
 
 
 
 
For holders as of:
February 27, 2019
 
 
 
 
Date:
April 23, 2019
Time:
11:00 a.m.
EDT
 
 
 
 
Location:
Westerly Library
 
 
 
 
 
 
 
44 Broad Street
 
 
 
 
 
 
 
Westerly, Rhode Island
02891
 
 
 
 
 
 
 
 
 
 
 
 
397090690_logoforproxycarda03.jpg
 
 
 
 
 
 
 
 
 
 
23 Broad Street
Westerly, RI 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*:            sendmaterial@proxyvote.com
 
* 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 09, 2019 to facilitate timely delivery.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
— How To Vote —
 
Please Choose One of the Following Voting Methods
 
Vote In Person: 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. At the meeting, you will need to request a ballot to vote these shares.
 
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 proxy card.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






Voting Items
 
 
 

The Board of Directors recommends that you vote
FOR the following:
1.
The election of four directors, nominated by the Board of Directors, each to serve for a three-year term and until their successors are duly elected and qualified:
Nominees
01 Edward O. Handy III    02 Katherine W. Hoxsie, CPA    03 Kathleen E. McKeough    04 John T. Ruggieri
The Board of Directors recommends you vote FOR proposals 2 and 3:
2.
The ratification of the selection of Crowe LLP to serve as the Corporation's independent registered public accounting firm for the year ending December 31, 2019.
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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