Toggle SGML Header (+)


Section 1: 8-K (8-K)

Document
false0000737468 0000737468 2020-04-28 2020-04-28


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 28, 2020
WASHINGTON TRUST BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
Rhode Island
 
001-32991
 
05-0404671
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 

23 Broad Street
 
 
Westerly,
Rhode Island
 
02891
(Address of principal executive offices)
 
(Zip Code)

(401)
348-1200
(Registrant's telephone number, including area code)

N/A
(Former name or address, if changed from 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On April 28, 2020, H. Douglas Randall III and John F. Treanor retired from the Board of Directors of Washington Trust Bancorp, Inc. (the "Corporation").

The Corporation's corporate governance guidelines, consistent with the Bylaws, require any director who attains age 72 to resign from the Board of Directors as of the Annual Meeting of Shareholders following such director's 72nd birthday. Mr. Randall and Mr. Treanor both reached age 72 prior to the 2020 Annual Meeting of Shareholders ("2020 Annual Meeting").

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

On April 28, 2020, the Corporation held its 2020 Annual Meeting by remote communication. On the record date of March 2, 2020, there were 17,363,457 shares issued, outstanding and eligible to vote, of which 15,007,925 shares, or 86.4%, were represented at the 2020 Annual Meeting.

The results of matters voted upon are presented below:

Proposal 1
The Corporation's shareholders elected three individuals to the Board of Directors, each to serve a three-year term and until their successors are duly elected and qualified, as set forth below:
 
Term
Votes For
Votes Withheld
Broker Non-votes
John J. Bowen
3 years
12,709,845

67,164

2,230,916
Robert A. DiMuccio, CPA
3 years
11,957,389

819,620

2,230,916
Sandra Glaser Parrillo
3 years
12,718,761

58,248

2,230,916

Proposal 2
The Corporation's shareholders ratified the selection of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2020, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-votes
14,940,340
24,838
42,747

Proposal 3
The Corporation's shareholders approved, on a non-binding advisory basis, the compensation of the Corporation’s named executive officers, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-votes
12,576,925
111,000
89,084
2,230,916

Item 9.01 Financial Statements and Exhibits.

 
(d)
Exhibits.
 
 
 
 
 
 
 
 
 
Exhibit No.
 
Exhibit
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)







SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



 
 
 
WASHINGTON TRUST BANCORP, INC.
Date:
April 30, 2020
 
By:
/s/ Ronald S. Ohsberg
 
 
 
 
Ronald S. Ohsberg
 
 
 
 
Senior Executive Vice President, Chief Financial Officer and Treasurer



(Back To Top)