wash-202101260000737468FALSE00007374682021-01-262021-01-26
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| 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): January 26, 2021
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| WASHINGTON TRUST BANCORP, INC. |
(Exact Name of Registrant as Specified in Charter)
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| Rhode Island | | 001-32991 | | 05-0404671 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 23 Broad Street | | |
| Westerly, | Rhode Island | | 02891 |
| (Address of principal executive offices) | | (Zip Code) |
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| (401) | 348-1200 |
| (Registrant's telephone number, including area code) |
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| N/A |
| (Former name or address, if changed from last report) |
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| 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: |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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). |
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| Emerging growth company | ☐ |
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| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 26, 2021, the Board of Directors of Washington Trust Bancorp, Inc. (the “Corporation”) accepted the resignation of Katherine W. Hoxsie, to be effective as of the later of April 26, 2021 or the day immediately preceding the date of the 2021 Annual Meeting of Shareholders of the Corporation (the “2021 Annual Meeting”). The Corporation’s corporate governance guidelines, consistent with the By-laws, require any director who attains age 72 to resign from the Board of Directors as of the Annual Meeting of Shareholders following such director’s 72nd birthday. Ms. Hoxsie has attained age 72.
Ms. Hoxsie is a member of the class of directors with a term expiring at the 2022 Annual Meeting of Shareholders (the “2022 Class”). The Board determined, effective on the date of Ms. Hoxsie’s resignation, to move Steven J. Crandall, a member of the class of directors with a term expiring at the 2021 Annual Meeting (the “2021 Class”) from the 2021 Class to the 2022 Class. Accordingly, effective as of the later of April 26, 2021 or the day immediately preceding the date of the 2021 Annual Meeting of the Corporation, Mr. Crandall will resign as a director and the Board will appoint Mr. Crandall to the Board as a 2022 Class director. Mr. Crandall will continue to serve on the Audit Committee. The resignation and reappointment of Mr. Crandall is being effected solely to rebalance the Board classes in light of anticipated director retirements and in accordance with the Corporation’s Amended and Restated Articles of Incorporation, as amended, and for all other purposes, including vesting and other compensation matters, Mr. Crandall’s service on the Board will be deemed to have continued uninterrupted.
Item 8.01 Other Events.
On January 28, 2021, the Corporation issued a press release announcing that the 2021 Annual Meeting of Shareholders will be held on Tuesday, April 27, 2021.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits. | | |
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| | Exhibit No. | | Exhibit |
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| | | | Press release dated January 28, 2021* |
| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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| | *Filed herewith | | |
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.
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| | | WASHINGTON TRUST BANCORP, INC. |
| Date: | January 28, 2021 | | By: | /s/ Ronald S. Ohsberg |
| | | | Ronald S. Ohsberg |
| | | | Senior Executive Vice President, Chief Financial Officer and Treasurer |
