0000737468-17-000067.txt : 20170428 0000737468-17-000067.hdr.sgml : 20170428 20170428134921 ACCESSION NUMBER: 0000737468-17-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170425 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170428 DATE AS OF CHANGE: 20170428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON TRUST BANCORP INC CENTRAL INDEX KEY: 0000737468 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 050404671 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32991 FILM NUMBER: 17793967 BUSINESS ADDRESS: STREET 1: 23 BROAD ST CITY: WESTERLY STATE: RI ZIP: 02891 BUSINESS PHONE: 4013481200 MAIL ADDRESS: STREET 1: 23 BROAD STREET CITY: WESTERLY STATE: RI ZIP: 02891 8-K 1 form8-k20170425annualmeeti.htm 8-K FOR ANNUAL MEETING 04 25 2017 Document


 
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 25, 2017

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 5.07 Submission of Matters to a Vote of Security Holders.

The Corporation’s Annual Meeting of Shareholders was held on April 25, 2017. On the record date of February 27, 2017, there were 17,191,070 shares issued, outstanding and eligible to vote, of which 14,354,569 shares, or 83.5%, 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 2020 Annual Meeting and until their successors are duly elected and qualified:
 
Term
Votes For
Votes Withheld
Broker Non-votes
John J. Bowen
3 years
11,784,443

76,142

2,493,984
Robert A. DiMuccio, CPA
3 years
11,787,419

73,166

2,493,984
H. Douglas Randall, III
3 years
11,528,505

332,080

2,493,984
John F. Treanor
3 years
11,510,159

350,426

2,493,984

2.
The ratification of the selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
Votes For
Votes Against
Abstentions
Broker Non-votes
13,994,852
337,775
21,942
—

3.
A non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers.
Votes For
Votes Against
Abstentions
Broker Non-votes
11,594,411
215,828
50,346
2,493,984

4.
A non-binding resolution to select the frequency of future shareholder advisory votes to approve the compensation of the Corporation’s named executive officers.
Every 1 Year
Every 2 Years
Every 3 Years
Abstentions
Broker Non-votes
10,043,383
86,520
1,677,046
53,636
2,493,984







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: April 28, 2017
 
By:
/s/ David V. Devault
 
 
 
David V. Devault
 
 
 
Vice Chair, Secretary and Chief Financial Officer