0000737468FALSE00007374682024-04-232024-04-23
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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): April 23, 2024
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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 of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2024, John J. Bowen, Steven J. Crandall, and Joseph J. MarcAurele retired from the Board of Directors of Washington Trust Bancorp, Inc. (the "Corporation"). 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. Mr. Bowen, Mr. Crandall and Mr. MarcAurele, reached age 72 prior to the 2024 Annual Meeting of Shareholders ("2024 Annual Meeting").
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 23, 2024, the Corporation held its 2024 Annual Meeting by remote communication. On the record date of February 27, 2024, there were 17,033,174 shares outstanding and eligible to vote, of which 13,960,015 shares, or 82.0%, were represented at the 2024 Annual Meeting.
The following is a brief description of each matter voted on by the Corporation’s shareholders at the 2024 Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each matter.
Proposal 1
The election of four individuals to the Board of Directors, each to serve a three-year term and until their successors are duly elected and qualified:
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| Term | Votes For | Votes Withheld | Broker Non-votes |
| Constance A. Howes, Esq. | 3 years | 10,628,054 | 363,443 | 2,968,518 |
| Edwin J. Santos | 3 years | 10,209,449 | 782,048 | 2,968,518 |
| Lisa M. Stanton | 3 years | 10,767,539 | 223,958 | 2,968,518 |
| Angel Taveras, Esq. | 3 years | 10,798,710 | 192,787 | 2,968,518 |
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Proposal 2
Ratification of the selection of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 13,850,515 | 82,844 | 26,656 | — |
Proposal 3
Approval, on a non-binding advisory basis, of the compensation of the Corporation’s named executive officers:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 10,167,049 | 714,126 | 110,322 | 2,968,518 |
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits. | | |
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| | Exhibit No. | | Exhibit |
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| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: | April 25, 2024 | | By: | /s/ Ronald S. Ohsberg |
| | | | Ronald S. Ohsberg |
| | | | Senior Executive Vice President, Chief Financial Officer and Treasurer |