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): May 10, 2016

WASHINGTON TRUST BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)


Rhode Island
 
001-32991
 
05-0404671
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer Identification No.)
incorporation)
 
 
 
 

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 former 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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 






Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On May 10, 2016, the Corporation filed Articles of Amendment to the Articles of Incorporation of the Corporation (the “Articles of Amendment”) with the Secretary of State of the State of Rhode Island to increase the number of authorized shares of common stock of the Corporation, par value $0.0625 per share (“Common Stock”), from 30,000,000 to 60,000,000. The Articles of Amendment, which were effective upon filing, are included as Exhibit 3.1 hereto and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.

The Corporation’s Annual Meeting of Shareholders was held on May 10, 2015. On the record date of March 14, 2016, there were 17,023,451 shares issued, outstanding and eligible to vote, of which 14,576,124 shares, or 85.6%, were represented at the Annual Meeting either in person or by proxy.

The results of matters voted upon are presented below:

1.
Four directors, nominated by the Board of Directors, were elected to hold office as directors of the Corporation, each to serve until the 2019 Annual Meeting and until their successors are duly elected and qualified:
 
Term
Votes For
Votes Withheld
Broker Non-votes
Edward O. Handy, III
3 years
11,575,597

306,466

2,694,061
Barry G. Hittner, Esq.
3 years
11,235,237

646,827

2,694,061
Katherine W. Hoxsie, CPA
3 years
11,032,774

849,289

2,694,061
Kathleen E. McKeough
3 years
11,240,382

641,681

2,694,061

2.
The amendment to Article FOURTH of the Corporation's Restated Articles of Incorporation, as amended, to increase the number of common stock authorized for issuance from 30,000,000 to 60,000,000.
Votes For
Votes Against
Abstentions
Broker Non-votes
11,772,702
2,788,995
14,422
—

3.
The ratification of the selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
Votes For
Votes Against
Abstentions
Broker Non-votes
14,215,453
348,920
11,750
—

4.
A non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers.
Votes For
Votes Against
Abstentions
Broker Non-votes
11,435,099
352,250
94,710
2,694,065

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 Exhibit No.
  
Exhibit Title
  3.1
  
Articles of Amendment






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.
 
 
 
(Registrant)
Date: May 11, 2016
 
By:
/s/ David V. Devault
 
 
 
David V. Devault
 
 
 
Vice Chair, Secretary and Chief Financial Officer






Filing Fee $50.00                                    ID Number: 16323

[Graphic Omitted]          STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State
Corporations Division
148 W. River Street
Providence, Rhode Island 02904-2615

BUSINESS CORPORATION
____________

ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION

Pursuant to the provisions of Section 7-1.2-905 of the General Laws of Rhode Island, 1956, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1.     The name of the corporation is Washington Trust Bancorp, Inc.

2.     The shareholders of the corporation (or, where no shares have been issued, the board of directors of the corporation) on , in the manner prescribed by Chapter 7-1.2 of the General Laws, 1956, as amended, adopted the following amendment(s) to the Articles of Incorporation:

[Insert Amendment(s)]
(If additional space is required, please list on separate attachment)
FOURTH. Capital Stock. The aggregate number of shares which the Corporation shall have authority to

issue is 60,000,000, par value $0.0625 per share, all of which shares are to be a class designated

as "Common Stock".

 
Subject to the provisions of these Articles of Incorporation and except as otherwise provided by law

the shares of stock of the Corporation may be issued for such consideration and for such corporate

purposes as the Board of Directors may from time to time determine.

 
 
 
 
 

3.     As required by Section 7-1.2-105 of the General Laws, the corporation has paid all fees and taxes.

4. These Articles of Amendment shall be effective upon filing unless a specified date is provided which shall be no later than the 90th day after the date of this filing
 
 
 
Under penalty of perjury, I declare and affirm that I have examined these Articles of Amendment, including any accompanying attachments, and that all statements contained herein are true and correct.

Date:
May 10, 2016
 
/s/ David V. Devault
 
 
 
Signature of Authorized Officer of the Corporation

 
 
 
Vice Chair, Secretary and Chief Financial Officer
 
 
 
Type or Print Name of Authorized Officer

 
 
 
 
Form No. 101

 
 
Revised: 12/05