0001562180-22-003118.txt : 20220404 0001562180-22-003118.hdr.sgml : 20220404 20220404163048 ACCESSION NUMBER: 0001562180-22-003118 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220401 FILED AS OF DATE: 20220404 DATE AS OF CHANGE: 20220404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Powlus Lee C CENTRAL INDEX KEY: 0001500954 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33326 FILM NUMBER: 22802728 MAIL ADDRESS: STREET 1: 850 MAIN STREET CITY: BRIDGEPORT STATE: CT ZIP: 06604 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: People's United Financial, Inc. CENTRAL INDEX KEY: 0001378946 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O PEOPLE'S BANK STREET 2: 850 MAIN STREET CITY: BRIDGEPORT STATE: CT ZIP: 06604 BUSINESS PHONE: 203-338-4114 MAIL ADDRESS: STREET 1: C/O PEOPLE'S BANK STREET 2: 850 MAIN STREET CITY: BRIDGEPORT STATE: CT ZIP: 06604 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2022-04-01 false 0001378946 People's United Financial, Inc. PBCT 0001500954 Powlus Lee C PEOPLES UNITED BANK 850 MAIN STREET BRIDGEPORT CT 06604 false true false false Sr Ex VP & Chief Admin Officer Common Stock 2022-04-01 4 D false 191401.00 D 0.00 D Common Stock 2022-04-01 4 A false 51083.00 0.00 A 51083.00 D Common Stock 2022-04-01 4 D false 51083.00 D 0.00 D Employee Option to Buy 12.94 2022-04-01 4 D false 101344.00 D 2023-02-21 Common Stock 101344.00 0.00 D Employee Option to Buy 13.9025 2022-04-01 4 D false 154095.00 D 2014-02-20 Common Stock 154095.00 0.00 D Employee Option to Buy 14.85 2022-04-01 4 D false 169261.00 D 2025-02-19 Common Stock 169261.00 0.00 D Employee Option to Buy 14.565 2022-04-01 4 D false 99238.00 D 2026-02-18 Common Stock 99238.00 0.00 D Employee Option To Buy 19.165 2022-04-01 4 D false 66914.00 D 2027-02-16 Common Stock 66914.00 0.00 D Employee Option to Buy 19.707 2022-04-01 4 D false 63988.00 D 2028-02-15 Common Stock 63988.00 0.00 D Employee Option to Buy 17.6275 2022-04-01 4 D false 71306.00 D 2029-02-21 Common Stock 71306.00 0.00 D Employee Option to Buy 16.215 2022-04-01 4 D false 85857.00 D 2030-02-20 Common Stock 85857.00 0.00 D Employee Option to Buy 15.285 2022-04-01 4 D false 53906.00 D 2031-02-18 Common Stock 53906.00 0.00 D Employee Option to Buy 20.9325 2022-04-01 4 D false 29737.00 D 2032-02-17 Common Stock 29737.00 0.00 D On April 1, 2022, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), Bridge Merger Corp. ("Merger Sub"), a direct, wholly owned subsidiary of M&T Bank Corporation ("M&T"), merged with and into People's United Financial, Inc., a Delaware corporation ("People's United") with People's United as the surviving entity (the "Merger") and People's United then merged with and into M&T, with M&T as the surviving entity. Pursuant to the Merger Agreement, each issued and outstanding share of People's United common stock was converted into the right to receive 0.118 of a share of M&T (the "exchange ratio"). These options vest in annual increments on 3/1/18 (33 1/3%); 3/1/19 (33 1/3%); and 3/1/20 (33 1/3%). These options vest in annual increments on 3/1/19 (33 1/3%); 3/1/20 (33 1/3%); and 3/1/21 (33 1/3%). These options vest in annual increments on 3/1/20 (33 1/3%); 3/1/21 (33 1/3%); and 3/1/22 (33 1/3%). These options vest in annual increments on 3/1/21 (33 1/3%); 3/1/22 (33 1/3%); and 3/1/23 (33 1/3%). These options vest in annual increments on 3/1/22 (33 1/3%); 3/1/23 (33 1/3%); and 3/1/24 (33 1/3%). These options vest in annual increments on 3/1/23 (33 1/3%); 3/1/24 (33 1/3%); and 3/1/25 (33 1/3%). Includes 30,700 shares of People's United restricted stock subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the effective time of the Merger, such People's United restricted shares were converted into restricted shares of M&T common stock equal to the number of People's United restricted shares multiplied by the exchange ratio (rounded up or down to the nearest whole share). Except as provided in the Merger Agreement, all shares of M&T common stock received in respect of such shares of People's United restricted stock will remain subject to the same time-based vesting conditions applicable to the original award. Includes 2,977 shares owned indirectly through the People's United Bank 401(k) Plan (including 25 shares acquired through dividend reinvestment) and 5,225 shares owned indirectly through the People's United Financial, Inc. Employee Stock Ownership Plan (including 45 shares acquired through dividend reinvestment). Information is based on 3/31/22 Plan statements. The reporting person was previously granted People's United performance share units which provided for delivery of shares of People's United's common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, the People's United outstanding performance share units were deemed earned based on the greater of target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the People's United board of directors), and each such performance share unit was cancelled and the reporting person became entitled to receive time-vesting restricted share units denominated in shares of M&T common stock, as set forth in the Merger Agreement, in an amount calculated by multiplying the number of earned performance share units (including any applicable dividend equivalents) by the exchange ratio (rounded up or down to the nearest whole number). At the effective time of the Merger, each outstanding option to purchase shares of People's United common stock (a "People's United Option") ceased to represent an option to purchase shares of People's United common stock and was converted into an option to purchase a number of shares of M&T common stock (an "M&T Option") equal to the product (rounded down to the nearest whole number) of (1) the number of shares of People's United common stock subject to such People's United Option immediately prior to the effective time of the Merger and (2) the exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of People's United common stock of such People's United Option immediately prior to the effective time of the Merger divided by (b) the exchange ratio. These options vest in annual increments on 3/1/14 (33 1/3%); 3/1/15 (33 1/3%); and 3/1/16 (33 1/3%). These options vest in annual increments on 3/1/15 (33 1/3%); 3/1/16 (33 1/3%); and 3/1/17 (33 1/3%). These options vest in annual increments on 3/1/16 (33 1/3%); 3/1/17 (33 1/3%); and 3/1/18 (33 1/3%). These options vest in annual increments on 3/1/17 (33 1/3%); 3/1/18 (33 1/3%); and 3/1/19 (33 1/3%). /s/ Kristy Berner, attorney-in-fact 2022-04-01 EX-24 2 powlus_poa2019.txt POA POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Kristy Berner, William J. Kelleher, and Victoria Bova, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney- in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a director of People's United Financial, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of October, 2018. Lee C. Powlus ________________ Signature Lee C. Powlus ________________ Print Name