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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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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Title of each class
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Trading
Symbol
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Name of Exchange on which
registered
|
|
|
|
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Emerging growth company
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Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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1. |
a proposal to adopt the merger agreement (the “Webster merger proposal”);
|
2. |
a proposal to adopt and approve an amendment to the fourth amended and restated certificate of incorporation of Webster to increase the number of authorized shares of Webster
common stock from two hundred million (200,000,000) shares to four hundred million (400,000,000) shares (such proposal, the “Webster authorized share count proposal”); and
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3. |
a proposal to adjourn the Webster special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient
votes to approve the Webster merger proposal or the Webster authorized share count proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus filed by Webster with the U.S. Securities and Exchange
Commission on July 8, 2021 (the “joint proxy statement/prospectus”) is timely provided to holders of Webster common stock (such proposal, the “Webster adjournment proposal”).
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
79,026,756
|
449,058
|
109,347
|
N/A
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
78,818,212
|
705,557
|
61,392
|
N/A
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
63,587,795
|
15,802,226
|
195,140
|
N/A
|
Item 8.01 |
Other Events.
|
Item 9.01 |
Financial Statements and Exhibits.
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(d) |
Exhibits
|
Exhibit No.
|
Description
|
||
Joint Press Release of Webster Financial Corporation and Sterling Bancorp, dated August 17, 2021
|
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
|
Webster Financial Corporation
|
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Date: August 18, 2021
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By:
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/s/ Harriet Munrett Wolfe
|
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Name:
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Harriet Munrett Wolfe | ||
Title:
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Executive Vice President,
General Counsel and Secretary
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