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 26, 2023
(Exact name of registrant as specified in its charter)
| Delaware | 001-31486 | 06-1187536 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
200 Elm Street, Stamford, Connecticut 06902
(Address and zip code of principal executive offices)
203-578-2202
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | WBS | New York Stock Exchange | ||
| Depositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock | WBS-PrF | New York Stock Exchange | ||
| Depositary Shares, each representing 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock | WBS-PrG | New York Stock Exchange |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 28, 2023, Webster Financial Corporation (the “Company”) filed an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing. As further described in the Definitive Proxy Statement, filed by the Company on March 15, 2023 (the “Proxy Statement”), the Amendment limits the liability of certain officers of the Company as permitted pursuant to recent Delaware General Corporation Law amendments.
A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the changes contained in the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 26, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 157,003,330 shares were present or represented by proxy at the meeting, representing 89.9% of all shares entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on six proposals, each of which is described in the Proxy Statement. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for or against each matter and the number of abstentions and, if applicable, broker non-votes with respect to each matter:
Proposal 1 — Election of Directors
The Company’s stockholders elected fifteen individuals to the Board of Directors to serve one-year terms, as set forth below:
| NOMINEES |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
||||||||||||
| John R. Ciulla |
144,543,496 | 1,169,446 | 119,053 | 11,171,335 | ||||||||||||
| Jack L. Kopnisky |
140,776,946 | 4,913,875 | 141,174 | 11,171,335 | ||||||||||||
| William L. Atwell |
139,425,407 | 6,277,174 | 129,414 | 11,171,335 | ||||||||||||
| John P. Cahill |
134,589,665 | 11,110,302 | 132,028 | 11,171,335 | ||||||||||||
| E. Carol Hayles |
143,985,898 | 1,719,819 | 126,278 | 11,171,335 | ||||||||||||
| Linda H. Ianieri |
143,652,507 | 2,053,594 | 125,894 | 11,171,335 | ||||||||||||
| Mona Aboelnaga Kanaan |
144,566,000 | 1,140,846 | 125,149 | 11,171,335 | ||||||||||||
| James J. Landy |
144,595,696 | 1,100,917 | 135,382 | 11,171,335 | ||||||||||||
| Maureen B. Mitchell |
144,591,229 | 1,112,103 | 128,663 | 11,171,335 | ||||||||||||
| Laurence C. Morse |
135,545,005 | 10,156,250 | 130,740 | 11,171,335 | ||||||||||||
| Karen R. Osar |
137,965,439 | 7,740,189 | 126,367 | 11,171,335 | ||||||||||||
| Richard O’Toole |
137,273,007 | 8,417,118 | 141,870 | 11,171,335 | ||||||||||||
| Mark Pettie |
144,655,532 | 1,044,911 | 131,552 | 11,171,335 | ||||||||||||
| Lauren C. States |
144,819,423 | 876,025 | 136,547 | 11,171,335 | ||||||||||||
| William E. Whiston |
144,574,606 | 1,110,438 | 146,951 | 11,171,335 | ||||||||||||
Proposal 2 — Say-on-Pay
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth below:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 137,324,963 | 8,200,914 | 306,118 | 11,171,335 |
Proposal 3 — Frequency of Say-on-Pay
The Company’s stockholders recommended, on a non-binding, advisory basis, that future advisory votes on the compensation of the named executive officers of the Company be held annually. The voting results are set forth below:
| ONE YEAR |
TWO YEARS |
THREE YEARS |
ABSTAIN |
BROKER NON-VOTES | ||||
| 140,362,967 | 201,241 | 4,812,660 | 455,127 | 11,171,335 |
In light of these results and in accordance with its previous recommendation in the Proxy Statement for the Annual Meeting, the Company’s Board of Directors determined that the Company will hold future advisory Say-on-Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say-on-Pay votes. The next advisory vote regarding the frequency of Say-on-Pay votes is required to occur no later than the Company’s 2029 Annual Meeting of Stockholders.
Proposal 4 — Amendment to the Webster Financial Corporation 2021 Stock Incentive Plan
The Company’s stockholders approved an amendment to the Webster Financial Corporation 2021 Stock Incentive Plan to, among other things, increase the total number of shares authorized for issuance under such plan, as set forth below:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 139,784,094 | 5,753,499 | 294,402 | 11,171,335 |
Proposal 5 — Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation
The Company’s stockholders approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company, as set forth below:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 128,295,134 | 17,280,514 | 256,347 | 11,171,335 |
Proposal 6 — Auditor Ratification
The Company’s stockholders ratified the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023, as set forth below:
| FOR |
AGAINST |
ABSTAIN | ||
| 154,997,047 | 1,847,534 | 158,749 |
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of the Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WEBSTER FINANCIAL CORPORATION | ||||||
| (Registrant) | ||||||
| Date: April 28, 2023 | /s/ Albert J. Wang | |||||
|
|
Albert J. Wang | |||||
|
|
Executive Vice President and Chief Accounting Officer | |||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
WEBSTER FINANCIAL CORPORATION
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Webster Financial Corporation, a corporation organized and existing under the laws of the state of Delaware (the “Corporation”), does hereby certify that:
| 1. | The last paragraph of Article 6 of the Fourth Amended and Restated Certificate of Incorporation of the Corporation, as heretofore amended (as so amended, the “Charter”), shall be deleted in its entirety. |
| 2. | A new Article 16, the text of which is set forth below, shall be added to the Charter immediately after the existing Article 15 of the Charter: |
“Article 16. Limitation of Director and Officer Liability. To the fullest extent permitted by the Delaware General Corporation Law as it now exists or may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer owed to the Corporation or its stockholders, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law. Neither the amendment nor repeal of this Article 16, nor the adoption of any provision of this Fourth Amended and Restated Certificate of Incorporation, nor, to the fullest extent permitted by the Delaware General Corporation Law, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director or officer of the Corporation existing at the time of such amendment, repeal, adoption or modification.”
| 3. | This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
| 4. | This Certificate of Amendment shall become effective at the date and time it is filed with the Secretary of State of the State of Delaware. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 28th day of April, 2023.
| WEBSTER FINANCIAL CORPORATION | ||
| By: | /s/ John R. Ciulla | |
| Name: John R. Ciulla | ||
| Title: President and Chief Executive Officer | ||
[Signature Page to Certificate of Amendment]