8-K

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, 2022

WASHINGTON TRUST BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Rhode Island	001-32991	05-0404671
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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 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:

☐ 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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2022, the Board of Directors (the “Board”) of Washington Trust Bancorp, Inc. (the “Corporation”) elected Joseph Gencarella and Alimamy D. (“Junior”) Jabbie, Jr. to serve as directors of the Corporation effective as of March 1, 2022, filling vacancies created by an expansion of the Board.

Mr. Gencarella was elected to the class of directors serving until the 2022 Annual Meeting of Shareholders and until his successor is duly elected and qualified. Mr. Gencarella is a retired Audit Partner of KPMG, LLP. There is no arrangement or understanding between Mr. Gencarella and any other person pursuant to which Mr. Gencarella was appointed to the Board. Mr. Gencarella is not a party to any transactions that would be required to be disclosed under Section 404(a) of Regulation S-K. There are no family relationships between Mr. Gencarella, on the one hand, and any director, executive officer or any other person nominated or chosen by the Corporation to become a director or executive officer, on the other.

Mr. Jabbie was elected to the class of directors serving until the 2023 Annual Meeting of Shareholders and until his successor is duly elected and qualified. Mr. Jabbie is Owner, President and CEO of Banneker Supply Chain Solutions, Inc. There is no arrangement or understanding between Mr. Jabbie and any other person pursuant to which Mr. Jabbie was appointed to the Board. Mr. Jabbie is not a party to any transactions that would be required to be disclosed under Section 404(a) of Regulation S-K. There are no family relationships between Mr. Jabbie, on the one hand, and any director, executive officer or any other person nominated or chosen by the Corporation to become a director or executive officer, on the other.

A copy of the press release announcing the election of Mr. Gencarella and Mr. Jabbie dated February 1, 2022, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit No.	Exhibit
	99.1	Press release dated February 1, 2022*
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
	*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.

		WASHINGTON TRUST BANCORP, INC.
Date:	February 1, 2022	By:	/s/ Ronald S. Ohsberg
			Ronald S. Ohsberg
			Senior Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

NASDAQ: WASH

Contact: Elizabeth B. Eckel

SVP, Chief Marketing & Corporate Communications Officer

Telephone: (401) 348-1309

E-mail: ebeckel@washtrust.com

Date: February 1, 2022

FOR IMMEDIATE RELEASE

Washington Trust Announces Appointment of Two New Board Members

WESTERLY, R.I., February 1, 2022 (PR NEWSWIRE)…Washington Trust Bancorp, Inc. (NASDAQ: WASH), On January 26, 2022, the Board of Directors (the “Board”) of Washington Trust Bancorp, Inc. (the “Corporation”), the bank holding company for The Washington Trust Company, announced Joseph P. Gencarella, former Audit Partner of KPMG LLP, and Alimamy D. (“Junior”) Jabbie, Jr., Owner, President, and CEO of Banneker Supply Chain Solutions, Inc., were elected to boards of the Corporation and its subsidiary bank, The Washington Trust Company, effective March 1, 2022.

Mr. Gencarella, CPA, most recently served as Audit Partner of KPMG LLP, retiring in 2021 after more than 35 years with the Big Four audit firm. He has extensive experience in the banking, insurance, and finance industries includes expertise in highly technical accounting standards, internal controls, merger and acquisition accounting, and regulatory considerations for US-based and multinational corporations. Mr. Gencarella currently serves on the Boards of Narragansett Council of the Boy Scouts of America and Rhode Island Boy Scouts and previously served as a Rhode Island Public Expenditure Council (RIPEC) Board Trustee and as a member of the Providence College School of Business Advisory Board and Providence College President’s Council.

Mr. Jabbie has served as President and CEO of Banneker Supply Chain Solutions, Inc. since 2018, after serving in various management and leadership positions over his sixteen-year tenure with the company, including Executive Manager of Corporate Operations and Executive Manager of Business Development and Customer Relationships. He is well-regarded for his vision and strategic business acumen, and has been recognized as a passionate, dedicated, and dynamic advocate for underserved communities. Mr. Jabbie serves on the Board of Directors for Delta Dental of Rhode Island, the Federal Reserve Bank of Boston New England Advisory Council (NEAC), the Northern RI Chamber of Commerce, the Rhode Island Manufacturers Association, the Rhode Island Public Expenditure Council (RIPEC), and the National Small Business Association’s (NSBA) Leadership Council. He also serves on the board for the United Way of Rhode Island, the American Heart Association Southern New England, the Papitto Opportunity Connection, and the Rhode Island Foundation’s Equity Leadership Initiative (ELI) Steering Committee.

“We are pleased to welcome Joe and Junior to our Board,” stated Edward O. Handy III, Washington Trust Chairman and Chief Executive Officer. Adding, “They are both highly-respected within their fields and the community, and we look forward to the diversity of the experiences, skills, and talents they bring to our Corporation.”

Exhibit 99.1

ABOUT WASHINGTON TRUST BANCORP, INC.

Washington Trust Bancorp, Inc., the parent of The Washington Trust Company, had $5.9 billion in assets as of December 31, 2022. Founded in 1800, Washington Trust is the oldest community bank in the nation, the largest state-chartered bank headquartered in Rhode Island and one of the Northeast’s premier financial services companies. Washington Trust offers a full range of financial services, including commercial banking, mortgage banking, personal banking and wealth management and trust services through its offices located in Rhode Island, Connecticut and Massachusetts. The Corporation’s common stock trades on NASDAQ under the symbol WASH. Investor information is available on the Corporation’s web site at ir.washtrust.com.

XML

Cover Page Document	Jan. 26, 2022
Cover Page [Abstract]
Document Type	8-K
Document Period End Date	Jan. 26, 2022
Entity Registrant Name	WASHINGTON TRUST BANCORP, INC.
Entity Incorporation, State or Country Code	RI
Entity File Number	001-32991
Entity Tax Identification Number	05-0404671
Entity Address, Address Line One	23 Broad Street
Entity Address, City or Town	Westerly,
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02891
City Area Code	(401)
Local Phone Number	348-1200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000737468
Amendment Flag	false