As filed with the Securities and Exchange Commission on September 30, 2019.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
People’s United Financial, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation or organization) |
20-8447891 (I.R.S. Employer Identification Number) |
People’s United Financial, Inc.
850 Main Street
Bridgeport, CT 06604
(Address of principal executive offices) (Zip code)
People’s United Financial, Inc. Third Amended
and Restated Directors’ Equity Compensation Plan
(Full title of the plan)
Kristy Berner
Executive Vice President and General Counsel
People’s United Financial, Inc.
850 Main Street
Bridgeport, CT 06604
(Name and address of agent for service)
(203) 338-7171
(Telephone number, including area code, of agent for service)
With copies of all notices, orders and communications to:
Lee A. Myerson, Esq.
Bradley P. Goldberg, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount
to be
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Proposed
maximum offering price per share(2) |
Proposed
offering price(2) |
Amount of registration fee(2) |
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Common Stock, $.01 par value |
300,000 shares | $15.82 | $4,746,000 | $575.22 | ||||
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| (1) |
Represents 300,000 shares of People’s United Financial, Inc. common stock, $0.01 par value per share ( “Common Stock”), approved for issuance pursuant to the People’s United Financial, Inc. Third Amended and Restated Directors’ Equity Compensation Plan (the “Third Amended and Restated DECP”), which was amended and restated on May 16, 2019. For additional information, see explanatory note below. In addition to the shares of Common Stock set forth in the table above, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminable number of shares of Common Stock issuable under the Third Amended and Restated DECP, to prevent dilution resulting from stock splits, stock distributions or similar transactions. |
| (2) |
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of the registration fee have been computed on the basis of the average of the high and low prices per share of the People’s United Financial, Inc.’s Common Stock reported on the Nasdaq Global Select Market on September 24, 2019. |
EXPLANATORY NOTE
On May 16, 2019, at the annual meeting of shareholders of People’s United Financial, Inc. (the “Company”), the Company’s shareholders approved the Third Amended and Restated Directors’ Equity Compensation Plan (the “Third Amended and Restated DECP” and, prior to such amendment and restatement, the “DECP”). Among other things, the Third Amended and Restated DECP provides that the number of shares of Common Stock (the “Shares”), which may be granted under the Third Amended and Restated DECP shall be increased by 300,000 in addition to the 1,192,500 Shares which were previously authorized for issuance under the DECP.
This Registration Statement on Form S-8 (the “Registration Statement”) relates to the additional 300,000 Shares authorized for issuance under the Third Amended and Restated DECP.
Pursuant to Section E of the General Instructions to Form S-8, the contents of the Registration Statement on Form S-8 with respect to the DECP, filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on May 15, 2014 (File No. 333-195996), and the Registration Statement on Form S-8 with respect to the DECP, filed by the Registrant with the Commission on April 13, 2007 (File No. 333-142119), are hereby incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such previously-filed registration statements are modified as set forth in this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act. The documents containing the information specified in this Part I will be delivered to the participants in the Third Amended and Restated DECP covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any information “furnished,” but not “filed” with the Commission) are hereby incorporated by reference in this Registration Statement:
| (a) |
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018; |
| (b) |
the Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019; |
| (c) |
the Registrant’s Current Reports on Form 8-K filed on April 1, 2019, May 16, 2019, July 15, 2019 and July 17, 2019; and |
| (d) |
the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed on February 22, 2007 (File No. 001-33326), as amended by the amendment and restatement of the Company’s Second Restated Certificate of Incorporation, as amended, as described on pages 60-61 of the Company’s definitive proxy statement on Schedule 14A filed on March 8, 2013, as further amended by the amendment to the Company’s Third Amended and Restated Certificate of Incorporation as described on page 57 of the Company’s definitive proxy statement on Schedule 14A filed on March 11, 2016 and as further amended by the description of the amendment to the Company’s Third Amended and Restated Certificate of Incorporation as described on page 76 of the Company’s definitive proxy statement on Schedule 14A filed on March 9, 2017. |
All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement (except for any portions of the Company’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission) and prior to the
filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| * |
Filed herewith |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bridgeport, State of Connecticut on this 19th day of September, 2019.
| PEOPLE’S UNITED FINANCIAL, INC. | ||||
| By: |
/s/ John P. Barnes |
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Name: John P. Barnes |
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Title: Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John P. Barnes and Kristy Berner his or her true and lawful agent, proxy and attorney-in-fact, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, any of them or any of his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ John P. Barnes John P. Barnes |
Chief Executive Officer and Director (Principal Executive Officer) |
September 19, 2019 |
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/s/ R. David Rosato R. David Rosato |
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
September 19, 2019 |
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Signature |
Title |
Date |
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/s/ Jeffrey A. Hoyt Jeffrey A. Hoyt |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
September 24, 2019 |
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/s/ Collin P. Baron Collin P. Baron |
Director |
September 19, 2019 |
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/s/ Kevin T. Bottomley Kevin T. Bottomley |
Director |
September 19, 2019 |
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/s/ George P. Carter George P. Carter |
Director |
September 19, 2019 |
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/s/ Jane Chwick Jane Chwick |
Director |
September 19, 2019 |
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/s/ William F. Cruger, Jr. William F. Cruger, Jr. |
Director |
September 19, 2019 |
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/s/ John K. Dwight John K. Dwight |
Director |
September 19, 2019 |
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/s/ Jerry Franklin Jerry Franklin |
Director |
September 19, 2019 |
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/s/ Janet M. Hansen Janet M. Hansen |
Director |
September 19, 2019 |
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/s/ Nancy McAllister Nancy McAllister |
Director |
September 19, 2019 |
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/s/ Mark W. Richards Mark W. Richards |
Director |
September 19, 2019 |
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/s/ Kirk W. Walters Kirk W. Walters |
Director |
September 19, 2019 |
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Exhibit 4.5
PEOPLE’S UNITED FINANCIAL, INC.
THIRD AMENDED AND RESTATED
DIRECTORS’ EQUITY COMPENSATION PLAN
ARTICLE 1
Purposes and Definitions
1.1 Purposes. The purposes of the Plan are (a) to assist the Company in attracting and retaining qualified individuals to serve as Directors and (b) to more closely align the interests of Directors with the interests of the Company’s stockholders.
1.2 Definitions. Whenever used in the Plan, the following terms shall have the meaning set forth or referenced below:
| (a) |
“Award” has the meaning set forth in Section 2.2 hereof. |
| (b) |
“Bank” means People’s United Bank, National Association, a national banking association organized under the laws of the United States of America, and any successor thereto. |
| (c) |
“Beneficiary” means any person (including corporations, unincorporated associations or trusts) entitled to receive certificates representing Compensation Shares pursuant to any provision of this Plan as a result of a Participant’s death. |
| (d) |
“Board” means the board of directors of the Company. |
| (e) |
“Business Day” means any day other than a Saturday, Sunday or legal holiday. |
| (f) |
“Change in Control” means a Change in Control as defined in Section 3.1(d)(ii). |
| (g) |
“Committee” means the Compensation, Nominating and Governance Committee of the Board or any successor committee of the Board. |
| (h) |
“Company” means People’s United Financial, Inc., a Delaware corporation, and any successor thereto. |
| (i) |
“Compensation Shares” means shares of Stock issued to a Participant pursuant to this Plan and, where appropriate, includes any securities distributable to the Participant by reason of his or her ownership of Compensation Shares; provided that any such securities shall, for purposes of Section 3.1, be treated as if they had been issued at the time the Compensation Shares giving rise to such distribution were first issued (or are deemed to have been issued) to the Participant. |
| (j) |
“Director” means any individual serving on the Board who is not an employee of the Company, the Bank, or any Subsidiary, but does not include an honorary, advisory or emeritus director. |
| (k) |
“Effective Date” means April 16, 2007, and “Supplemental Effective Date” means [1] |
| (l) |
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute thereto. |
| (m) |
“Fair Market Value” means as of a particular date: |
| (i) |
if the Stock is not then listed or admitted to trading on a national securities exchange (as that term is used in Section 6 of the Exchange Act), and prices of trades in Stock are regularly reported by the Nasdaq Stock Market, Inc. (“NASDAQ”), the mean between the high and low selling prices for Stock on such date as reported by NASDAQ or, in the event no high and low selling prices for Stock are reported by NASDAQ for such date, then the mean between the high and low selling prices reported by NASDAQ for the most recent day for which both high and low selling prices are so reported; or |
| 1 |
The date of shareholder approval of the proposed amendments to the Plan. |
| (ii) |
if the Stock is then listed or admitted to trading on one or more national securities exchanges, the mean between the high and low selling prices at which Stock is traded on the principal securities exchange on which the Stock is so traded on such date or, if Stock is not so traded on such date, the mean between the high and low selling prices at which Stock was traded on such exchange on the most recent day on which Stock was so traded; or |
| (iii) |
if neither (i) nor (ii) is applicable, such amount as the Committee shall determine on the basis of such factors as it deems relevant. |
| (n) |
“Interim Award” has the meaning set forth in Section 6.3 hereof. |
| (o) |
[Reserved] |
| (p) |
“Participant” means a Director who is a participant in the Plan. |
| (q) |
“Plan” means the People’s United Financial, Inc. Directors’ Equity Compensation Plan as set forth herein (as it may be amended from time to time). |
| (r) |
“Plan Year” means the calendar year. |
| (s) |
[Reserved] |
| (t) |
“Stock” means the common stock of the Company, par value $0.01 per share, or in the case of a consolidation or merger of the Company with or into any other corporation, such equity securities for which shares of common stock of the Company shall have been exchanged. |
| (u) |
“Subsidiary” means any corporation in which the Company owns, directly or indirectly through one or more other Subsidiaries, at least 50% of the total combined voting power of all classes of stock. |
| (v) |
“Tax Election” means the written election filed at the option of a Director with the Internal Revenue Service, as described in Section 2.3. |
ARTICLE 2
Participation in the Plan
2.1 Eligibility. All Directors shall be Participants in the Plan.
2.2 Annual Grants. Immediately following each annual meeting of the Company’s stockholders, each Director shall receive a number of Compensation Shares (an “Award”) determined by (a) dividing $95,000 by the Fair Market Value of a share of Stock on the last business day immediately prior to the date the Award is made, and (b) rounding the result so obtained to the next-higher whole share.
2.3 Optional Tax Election. Each Director receiving an Award of Compensation Shares for a particular Plan Year may, at his or her option, execute an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his or her taxable income for such Plan Year the value (as of the Award date) of the shares so awarded. The Tax Election must be filed with the Internal Revenue Service in accordance with applicable regulations as in effect from time to time.
2.4 Shares Reserved. The total number of shares of Stock reserved and available for issuance pursuant to this Plan shall be One Million Four Hundred Ninety-Two Thousand Five Hundred (1,492,500) shares, subject to adjustment pursuant to Section 2.7.
2.5 Method of Issuance. Compensation Shares awarded to a Participant shall be represented by one or more certificates registered in the name of the Participant or if such shares are uncertificated, by appropriate entries made to a book-entry account maintained in such Participant’s name by the Company’s transfer agent. Certificates representing Compensation Shares, if issued, shall be held in custody by the Company until delivered in accordance with Section 3.1.
2.6 Vesting and Holding Period. A Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber any Compensation Shares until (a) such shares have vested in accordance with the vesting schedule set forth in Section 2.7 of this Agreement, and (b) such time as the shares are delivered to him or her in accordance with Section 3.1.
2.7 Vesting Schedule; Forfeiture. (a) All Compensation Shares made the subject of an Award in any Plan Year prior to 2012 shall vest on the date the Award is made.
(b) All Compensation Shares made the subject of an Award in any Plan Year subsequent to 2011 shall vest on the earliest of (i) the first anniversary of the grant date, or (ii) the date on which the annual meeting of the Company’s stockholders is held in the year following the year in which the Award was made, or (iii) the date on which a Participant’s service as a Director ceases by reason of his or her death or disability, or (iv) the date on which a Change in Control occurs. Except as set forth in the preceding sentence, all unvested Compensation Shares shall be forfeited on the date a Participant’s service as a Director of the Company ceases.
2.8 Adjustments. The total number of shares of Stock reserved for issuance under the Plan shall be adjusted to reflect any stock split, stock dividend, recapitalization, merger, consolidation, corporate reorganization, combination, exchange of shares of Stock or other similar events affecting the Stock.
ARTICLE 3
Distributions
3.1 Distributions.
(a) (i) Certificates representing Compensation Shares made the subject of an Award in any Plan Year prior to 2012 shall be delivered to the Participant as of the earlier of (X) the third anniversary of the date of the annual Award giving rise to the issuance of the Compensation Shares (or, if not a Business Day, the first Business Day following such anniversary) or (Y) the first Business Day of the month following the month in which such Participant’s service as a Director ceases.
(ii) Certificates representing Compensation Shares made the subject of an Award in any Plan Year subsequent to 2011 shall be delivered to the Participant as promptly as practicable following the date on which such Compensation Shares become vested in accordance with the provisions of Section 2.7 hereof.
(b) Any distribution payable with respect to Compensation Shares shall be paid directly to the Participant, except any securities issuable as a distribution with respect to such shares shall be delivered to and held in custody by the Company as additional Compensation Shares.
(c) (i) Upon the death of a Participant, and except to the extent unvested Compensation Shares were previously forfeited pursuant to Section 2.7, the Committee shall deliver stock certificates representing all Compensation Shares issued to such Participant to such person or persons or the survivors thereof, including corporations, unincorporated associations or trusts, as the Participant may have designated. All such designations shall be made in writing and delivered to the Committee. A Participant may from time to time revoke or change any such designation by written notice to the Committee. In the event of the death of a Participant either prior to designating a Beneficiary pursuant to this subsection or concurrent with or after the death of such Beneficiary, or in the event of such Beneficiary’s death before delivery to him or her of certificates representing the Compensation Shares, such certificates shall be delivered to the estate of the later to die of the Participant or his Beneficiary provided that in the event in the designation of his Beneficiary the Participant specified any survival period, no certificates shall be delivered to such Beneficiary’s estate unless he or she survives such survival period; and further provided that in the event the Participant provides for a contingent Beneficiary, and such contingent Beneficiary is surviving at the time of the later of the death of the Participant or the expiration of any survival period, but the primary Beneficiary is not then living, such certificates shall be delivered to such contingent Beneficiary.
(ii) Any distribution under this subsection (c) shall be made as soon as practicable following the end of the month in which the Committee is notified of the Participant’s death or is satisfied as to the identity of the appropriate distributee or payee, whichever is later.
(d) (i) In the event of a Change in Control, notwithstanding any other provision of this Plan, the Committee shall, as soon as practicable after such Change in Control but in no event later than five (5) Business Days thereafter, deliver certificates representing all Compensation Shares to the Participant in whose name such certificates are registered.
(ii) A Change in Control shall mean the occurrence of any of the following:
(1) Consummation of (A) a merger or consolidation (or series of mergers and consolidations) of the Bank or the Company with any other entity other than (1) a merger or consolidation (or series of mergers and consolidations) which would result in the voting stock (as described in paragraph (2) of this subsection) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting stock of the surviving entity) more than 51% percent of the combined voting power of the voting stock of the Company (or such surviving entity) outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Bank or the Company (or similar transaction) in which no “person” (as defined in paragraph (2) of this subsection) acquires more than 49% of the combined voting power of the then outstanding securities of the Bank or the Company, or (B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Bank or the Company, or (C) any plan or proposal for the liquidation or dissolution of the Bank or the Company;
(2) Any person (as such term is defined in Section 3(a)(9) and Section 13(d)(3) of the Exchange Act), corporation, or other entity (other than the Bank, the Company, or any benefit plan, including, but not limited to; any employee stock ownership plan, sponsored by the Bank, the Company, or any Subsidiary) shall become the “beneficial owner” (as such term is defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities representing 25%or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in paragraph (d) of such Rule l3d-3 in the case of rights to acquire such securities); or
(3) During any period of two consecutive calendar years, individuals who at the beginning of such period constitute the entire board of directors of the Company, and any new director (excluding a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (1) or (2) of this subsection) whose election by the board or nomination for election by the stockholders of the Company was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, shall cease for any reason to constitute a majority thereof.
ARTICLE 4
The Committee
4.1 Authority. The Committee shall have full power and authority to administer the Plan, including the power to (i) promulgate forms to be used with respect to the Plan and authorize payments, (ii) promulgate rules of Plan administration, (iii) settle any disputes as to rights or benefits arising from the Plan, (iv) interpret the terms of the Plan, (v) make such decisions or take such action as the Committee, in its sole discretion, deems necessary or advisable to aid in the proper administration of the Plan; and (vi) engage counsel and consultants in order to fulfill its responsibilities and rely on advice of same.
4.2 Elections and Notices. All elections and notices required to be provided to the Committee under the Plan must be in such form or forms prescribed by, and contain such information as is required by, the Committee.
4.3 Allocation of Responsibilities. The Committee may, in its discretion, allocate responsibilities hereunder among one or more of its members and may delegate responsibilities to any person or persons being selected by it.
4.4 Binding Effect of Decisions. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and binding upon all persons having any interest in the Plan.
ARTICLE 5
Miscellaneous
5.1 Non-alienation of Benefits. No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit, prior to receipt thereof pursuant to the provisions of the Plan, shall be in any manner liable for or subject to the debts, contracts liabilities, engagements or torts of the Participant or his Beneficiary.
5.2 Book-Entry Shares. In the event the Committee authorizes the issuance pursuant to this Plan of shares of Stock in book-entry (uncertificated) form, all references herein to the delivery of stock certificates shall be inapplicable. The Company’s transfer agent shall keep appropriate records indicating the number of shares of Stock owned by each person to whom shares are issued pursuant to this Plan, the restrictions applicable to such shares of Stock and the duration thereof, and other relevant information. Upon expiration of any applicable restrictions for any reason, the transfer agent shall effect delivery of such shares of Stock by adjusting its records to reflect the expiration of such restrictions, and by notifying the person in whose name such shares were issued (or his or her Beneficiaries, if applicable) that such restrictions have lapsed.
5.3 Interim Award. In the event an individual becomes a Director otherwise than by election at an annual meeting of the Company’s stockholders, the Committee may, in its discretion, grant to such individual an award (an “Interim Award”) pursuant to this Plan. For purposes of Sections 2.7 and 3.1(a) hereof, an Interim Award shall be treated as if it had been made on the date of the last annual meeting of the Company’s stockholders held prior to the date such individual became a Director. The Committee shall have the discretion to determine the number of Compensation Shares comprising an Interim Award, but in no event shall the number of Compensation Shares exceed the number of Compensation Shares that would have been awarded as an annual Award pursuant to Section 2.2 hereof following the most recent annual meeting of the Company’s stockholders. In making such determination, the Committee shall take into consideration the number of months elapsed between the date of the last annual meeting of the Company’s stockholders held prior to the date such individual became a Director and the date such individual became a Director, and such other factors as the Committee may deem appropriate.
5.4 Invalidity. If any term or provision contained herein is to any extent invalid or unenforceable, such term or provision will be reformed so that it is valid, and such invalidity or unenforceability will not affect any other provision or part hereof.
5.5 Governing Law. This Plan shall be governed by the laws of the State of Connecticut, without regard to the conflict of law provisions thereof, to the extent not preempted by federal law.
5.6 Amendment, Modification and Termination of the Plan.
(a) Subject to the terms of subsection (b) hereof, the Board at any time may terminate and in any respect amend or modify the Plan; provided, however, that no such termination, amendment or modification shall adversely affect the rights of any Participant or Beneficiary, including his rights with respect to Compensation Shares issued prior to such termination, amendment or without his or her consent. Upon termination of the Plan, the Committee, as soon as is practicable thereafter, shall deliver certificates representing all Compensation Shares issued to each Participant.
(b) Notwithstanding the terms of subsection (a) of this Section 5.6, an amendment to or modification of Section 3.1(d) hereof shall become effective only with the approval of 65% of the Participants and Beneficiaries of deceased Participants who have undistributed Compensation Shares hereunder, provided, however, that in the event there is more than one such Beneficiary with respect to any individual deceased Participant, such Beneficiaries shall have a single vote which shall be cast as determined by a majority in interest of all Beneficiaries of such deceased Participant.
5.7 Successors and Heirs. The Plan and any properly executed elections hereunder shall be binding upon the Company and Participants, and upon any assignee or successor in interest to the Company and upon the heirs, legal representatives and beneficiaries of any Participant.
5.8 Status as Stockholders. Compensation Shares (other than Compensation Shares forfeited pursuant to Section 2.7) are shares of Stock, and each Participant in whose name Compensation Shares have been issued shall have all of the rights of a stockholder, including voting rights, except to the extent specifically limited by this Plan.
5.9 Rights. Participation in this Plan shall not give any Director the right to continue to serve as a member of the Board or any rights or interests other than as herein provided.
5.10 Withholding Taxes. The Company shall deduct from all distributions under the Plan any taxes required to be withheld by federal, state, or local governments.
5.11 Compliance with Laws. This Plan and the payments hereunder are subject to compliance with all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith.
5.12 Plan Construction.
Anything in this Plan to the contrary notwithstanding, it is the intent of the Company that all transactions under the Plan satisfy the applicable requirements of Rule 16b-3 promulgated under the Exchange Act so that a Director will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act, as amended, and will not be subjected to avoidable liability thereunder.
5.13 Headings; Use of Terms. Headings and subheadings in the Plan are inserted for reference only and are not to be considered in the construction of the Plan. The masculine includes the feminine and the plural includes the singular, unless the context clearly indicates otherwise.
5.14 Approval; Effective Date. This Plan was approved by the Board and by the stockholders of the Bank, and became effective on the Effective Date.
5.15 Expiration Date. No further Awards shall be made pursuant to this Plan after the tenth anniversary of the Supplemental Effective Date, unless on or prior to such tenth anniversary the stockholders of the Company have approved an extension of this Plan to a later date.
- - - o o o 0 0 0 o o o - - -
Exhibit 5.1
[Letterhead of Simpson Thacher & Bartlett LLP]
September 30, 2019
People’s United Financial, Inc.
850 Main Street
Bridgeport, CT 06604
Ladies and Gentlemen:
We have acted as counsel to People’s United Financial, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of up to 300,000 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), that may be issued pursuant to the People’s United Financial, Inc. Third Amended and Restated Director’s Equity Compensation Plan (the “Plan”).
We have examined the Registration Statement, a form of the share certificate representing the Common Stock and the Third Amended and Restated Certificate of Incorporation of the Company, as amended by the Certificates of Amendment of the Third Amended and Restated Certificate of Incorporation of the Company dated April 21, 2016 and April 24, 2017, and the Plan, which has been filed with the Commission as an exhibit to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares have been duly authorized by the Company for issuance pursuant to the Plan and, upon their issuance and delivery in accordance with the Plan, will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
People’s United Financial, Inc.:
We consent to the use of our report dated March 1, 2019, with respect to the consolidated statements of condition of People’s United Financial, Inc. and subsidiaries as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2018, incorporated by reference in the registration statement on Form S-8 of People’s United Financial, Inc.
/s/ KPMG LLP
Stamford, Connecticut
September 30, 2019