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): December 12, 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.

Retirement of President and Chief Operating Officer

On December 12, 2022, Mark K.W. Gim informed the Board of Directors of Washington Trust Bancorp, Inc. (the “Corporation”) of his intent to retire as President and Chief Operating Officer of the Corporation and The Washington Trust Company (the “Bank”) on April 25, 2023, following the 2023 Annual Meeting of Shareholders of the Corporation.

Appointment of New President and Chief Operating Officer

On December 15, 2022, the respective Boards of Directors of the Corporation and the Bank appointed Mary E. Noons, 61, as Senior Executive Vice President and Chief Retail Lending Officer of the Bank effective immediately, and to President and Chief Operating Officer of the Corporation and the Bank, effective April 26, 2023, following Mr. Gim’s retirement on April 25, 2023. Ms. Noons joined the Bank in 1992 and has held positions of increasing responsibility in lending support, loan operations, secondary market, consumer lending, mortgage operations and mortgage origination. In 2016, she was promoted to Executive Vice President and became responsible for leading all mortgage and consumer lending activities for the Bank and its subsidiary mortgage company Washington Trust Mortgage Company LLC. In 2018, she added the title of Chief Retail Lending Officer.

Ms. Noons 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 Ms. Noons, on the one hand, and any director, executive officer or any other person nominated or chosen by the Corporation or the Bank to become a director or executive officer, on the other.

Election of New Director

On December 15, 2022, the Board of Directors of the Corporation elected Mr. Gim to serve as a Director of the Corporation, effective immediately. Mr. Gim was elected to the class of directors serving until the 2023 Annual Meeting of Shareholders and until his successor is duly elected and qualified.

There is no arrangement or understanding between Mr. Gim and any other person pursuant to which Mr. Gim was appointed to the Board of Directors. Mr. Gim 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. Gim, on the one hand, and any director, executive officer or any other person nominated or chosen by the Corporation or the Bank to become a director or executive officer, on the other.

A copy of the press release dated December 15, 2022, announcing Mr. Gim’s retirement and Board election and Ms. Noons appointment as President and Chief Operating Officer, 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 December 15, 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:	December 15, 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

MEDIA CONTACT: Elizabeth B. Eckel

EVP, Chief Marketing & Corporate Communications Officer

(401) 348-1309

ebeckel@washtrust.com

FOR IMMEDIATE RELEASE

Washington Trust Bancorp, Inc. Announces Mark K.W. Gim’s 2023 Retirement

Mary E. Noons to Become First Female President and COO in Corporation’s 222 Year History

WESTERLY, R.I., December 15, 2022… The Board of Directors of Washington Trust Bancorp, Inc. (NASDAQ: WASH) today announced Mark K.W. Gim will retire as President and Chief Operating Officer, effective with the Corporation’s 2023 Annual Meeting of Shareholders in April 2023. The Board also announced that Gim was elected to the Board of Directors of Washington Trust Bancorp, Inc. and its subsidiary bank, The Washington Trust Company, effective immediately. Gim will serve on both boards until the 2023 Annual Meeting, at which time he will be subject to reelection by shareholders.

“I look forward to enjoying an active retirement with family, knowing I leave Washington Trust in the hands of a strong leadership team,” stated Gim. “It has been a privilege to have been part of Washington Trust and its tremendous growth and positive impact on the community during my 30-year career. I am very excited to continue to be involved in the Corporation in my new role as member of the Board.”

“Washington Trust’s Board is extremely grateful for Mark’s contributions to our corporation and the community,” stated Kathleen E. McKeough, Lead Director of Washington Trust’s Board of Directors. “Mark’s strategic vision enabled Washington Trust to successfully expand our market presence and earn recognition as one of the nation’s ‘Best Banks to Work For.’ We look forward to Mark’s continued contributions on our Board and wish him well as he plans his retirement next year.”

“Mark has been a dedicated Washington Trust employee and a key member of our leadership team for almost three decades,” stated Edward O. “Ned” Handy III, Washington Trust Chairman and Chief Executive Officer. “During his tenure, Mark guided our strategic planning process and oversaw the successful growth and regional expansion of our retail, wealth management and mortgage divisions. It has truly been a pleasure to work with him over the years and I look forward to his continued guidance as a member of our Board.”

Mary E. Noons, who currently serves as Executive Vice President, Chief Retail Lending Officer, was promoted to Senior Executive Vice President, effective immediately, and will be appointed President and Chief Operating Officer, upon Gim’s retirement in April 2023.

“Mary has played a key role in the Washington Trust’s record mortgage origination, revenue growth and regional expansion, which has contributed significantly to the Corporation’s continued growth, profitability, and success,” stated Handy, Washington Trust Chairman and Chief Executive Officer. “Mary is a proven leader and a strategic thinker with a passion for

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Exhibit 99.1

service excellence, process improvement, operational efficiency, and enhancing the customer experience. I look forward to working alongside her.”

The Corporation also announced that it is conducting an executive search to fill the Chief Retail Lending Officer position. “This is a critical role, and we plan to work diligently to identify a strong candidate with the background and skills necessary for the continued growth and success of our Retail Lending Division,” stated Handy.

Background

Washington Trust Bancorp, Inc. is the parent of The Washington Trust Company. 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 https://ir.washtrust.com.

Forward-Looking Statements

This press release contains statements that are “forward-looking statements.”We may also make forward-looking statements in other documents we file with the U.S. Securities and Exchange Commission ("SEC"), in our annual reports to shareholders, in press releases and other written materials, and in oral statements made by our officers, directors or employees.You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “outlook,” “will,” “should,” and other expressions that predict or indicate future events and trends and which do not relate to historical matters.You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control.These risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

Some of the factors that might cause these differences include the following:

•changes in political, business and economic conditions, including inflation;

•interest rate changes or volatility, as well as changes in the balance and mix of loans and deposits;

•changes in loan demand and collectability;

•the possibility that future credit losses are higher than currently expected due to changes in economic assumptions or adverse economic developments;

•ongoing volatility in national and international financial markets;

•reductions in the market value or outflows of wealth management assets under administration;

•decreases in the value of securities and other assets;

•increases in defaults and charge-off rates;

•changes in the size and nature of our competition;

•changes in legislation or regulation and accounting principles, policies and guidelines;

•operational risks including, but not limited to, changes in information technology, cybersecurity incidents, fraud, natural disasters, war, terrorism, civil unrest, the ongoing COVID-19 pandemic, and future pandemics;

•reputational risks; and

•changes in the assumptions used in making such forward-looking statements.

In addition, the factors described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as updated by our Quarterly Reports on Form 10-Q and other filings submitted to the SEC, may result in these differences. You should carefully review all of these factors and you should be aware that there may be other factors that could cause these differences. These forward-looking statements were based on information, plans and estimates at the date of this report, and we assume no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

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XML

Cover Page Document	Dec. 12, 2022
Cover Page [Abstract]
Document Type	8-K
Document Period End Date	Dec. 12, 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