UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 28, 2023, Webster Financial Corporation (the “Company”) filed an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing. As further described in the Definitive Proxy Statement, filed by the Company on March 15, 2023 (the “Proxy Statement”), the Amendment limits the liability of certain officers of the Company as permitted pursuant to recent Delaware General Corporation Law amendments.
A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the changes contained in the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 26, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 157,003,330 shares were present or represented by proxy at the meeting, representing 89.9% of all shares entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on six proposals, each of which is described in the Proxy Statement. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for or against each matter and the number of abstentions and, if applicable, broker non-votes with respect to each matter:
Proposal 1 — Election of Directors
The Company’s stockholders elected fifteen individuals to the Board of Directors to serve one-year terms, as set forth below:
| NOMINEES |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
||||||||||||
| John R. Ciulla |
144,543,496 | 1,169,446 | 119,053 | 11,171,335 | ||||||||||||
| Jack L. Kopnisky |
140,776,946 | 4,913,875 | 141,174 | 11,171,335 | ||||||||||||
| William L. Atwell |
139,425,407 | 6,277,174 | 129,414 | 11,171,335 | ||||||||||||
| John P. Cahill |
134,589,665 | 11,110,302 | 132,028 | 11,171,335 | ||||||||||||
| E. Carol Hayles |
143,985,898 | 1,719,819 | 126,278 | 11,171,335 | ||||||||||||
| Linda H. Ianieri |
143,652,507 | 2,053,594 | 125,894 | 11,171,335 | ||||||||||||
| Mona Aboelnaga Kanaan |
144,566,000 | 1,140,846 | 125,149 | 11,171,335 | ||||||||||||
| James J. Landy |
144,595,696 | 1,100,917 | 135,382 | 11,171,335 | ||||||||||||
| Maureen B. Mitchell |
144,591,229 | 1,112,103 | 128,663 | 11,171,335 | ||||||||||||
| Laurence C. Morse |
135,545,005 | 10,156,250 | 130,740 | 11,171,335 | ||||||||||||
| Karen R. Osar |
137,965,439 | 7,740,189 | 126,367 | 11,171,335 | ||||||||||||
| Richard O’Toole |
137,273,007 | 8,417,118 | 141,870 | 11,171,335 | ||||||||||||
| Mark Pettie |
144,655,532 | 1,044,911 | 131,552 | 11,171,335 | ||||||||||||
| Lauren C. States |
144,819,423 | 876,025 | 136,547 | 11,171,335 | ||||||||||||
| William E. Whiston |
144,574,606 | 1,110,438 | 146,951 | 11,171,335 | ||||||||||||
Proposal 2 — Say-on-Pay
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth below:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 137,324,963 | 8,200,914 | 306,118 | 11,171,335 |
Proposal 3 — Frequency of Say-on-Pay
The Company’s stockholders recommended, on a non-binding, advisory basis, that future advisory votes on the compensation of the named executive officers of the Company be held annually. The voting results are set forth below:
| ONE YEAR |
TWO YEARS |
THREE YEARS |
ABSTAIN |
BROKER NON-VOTES | ||||
| 140,362,967 | 201,241 | 4,812,660 | 455,127 | 11,171,335 |
In light of these results and in accordance with its previous recommendation in the Proxy Statement for the Annual Meeting, the Company’s Board of Directors determined that the Company will hold future advisory Say-on-Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say-on-Pay votes. The next advisory vote regarding the frequency of Say-on-Pay votes is required to occur no later than the Company’s 2029 Annual Meeting of Stockholders.
Proposal 4 — Amendment to the Webster Financial Corporation 2021 Stock Incentive Plan
The Company’s stockholders approved an amendment to the Webster Financial Corporation 2021 Stock Incentive Plan to, among other things, increase the total number of shares authorized for issuance under such plan, as set forth below:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 139,784,094 | 5,753,499 | 294,402 | 11,171,335 |
Proposal 5 — Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation
The Company’s stockholders approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company, as set forth below:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 128,295,134 | 17,280,514 | 256,347 | 11,171,335 |
Proposal 6 — Auditor Ratification
The Company’s stockholders ratified the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023, as set forth below:
| FOR |
AGAINST |
ABSTAIN | ||
| 154,997,047 | 1,847,534 | 158,749 |
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of the Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WEBSTER FINANCIAL CORPORATION | ||||||
| (Registrant) | ||||||
| Date: April 28, 2023 | /s/ Albert J. Wang | |||||
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Albert J. Wang | |||||
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Executive Vice President and Chief Accounting Officer | |||||