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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 25, 2023
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 of Certain Officers; Election of Directors; Appointment of Certain Officers;     Compensatory Arrangements of Certain Officers.

On April 25, 2023, Kathleen E. McKeough retired from the Board of Directors of Washington Trust Bancorp, Inc. (the "Corporation"). The Corporation's corporate governance guidelines, consistent with the Bylaws, 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. Ms. McKeough, who was Lead Director, reached age 72 prior to the 2023 Annual Meeting of Shareholders ("2023 Annual Meeting"). Subsequent with Ms. McKeough's retirement, Robert A. DiMuccio, CPA was appointed Lead Director of the Corporation.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On April 25, 2023, the Corporation held its 2023 Annual Meeting by remote communication. On the record date of February 28, 2023, there were 16,984,872 shares outstanding and eligible to vote, of which 14,494,752 shares, or 85.3%, were represented at the 2023 Annual Meeting.

The following is a brief description of each matter voted on by the Corporation’s shareholders at the 2023 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:
Term Votes For Votes Withheld Broker Non-votes
John J. Bowen 3 years 11,488,568 403,731 2,602,453
Robert A. DiMuccio, CPA 3 years 10,729,553 1,162,746 2,602,453
Mark K. W. Gim 3 years 11,296,170 596,129 2,602,453
Sandra Glaser Parrillo 3 years 11,724,843 167,456 2,602,453

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, 2023:

Votes For Votes Against Abstentions Broker Non-Votes
14,316,402 27,493 150,857 —

Proposal 3
Approval, on a non-binding advisory basis, of the compensation of the Corporation’s named executive officers:

Votes For Votes Against Abstentions Broker Non-Votes
11,160,308 488,488 243,503 2,602,453

Proposal 4
Approval, on a non-binding advisory basis, the frequency of future votes to approve the Corporation's executive compensation:

Year 1 Year 2 Year3 Abstentions Broker Non-Votes
10,951,697 19,239 786,058 135,305 2,602,453



Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
Press release dated April 27, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: April 27, 2023 By: /s/ Ronald S. Ohsberg
Ronald S. Ohsberg
Senior Executive Vice President, Chief Financial Officer and Treasurer


EX-99.1 2 exhibit9912023annualmeetin.htm EX-99.1 Document
Exhibit 99.1
bancorpflatbluehorizontala.jpg
    NASDAQ: WASH

Contact: Elizabeth B. Eckel
EVP, Chief Marketing & Corporate Communications Officer
Telephone: (401) 348-1309
E-mail: ebeckel@washtrust.com
Date: April 27, 2023
FOR IMMEDIATE RELEASE


Washington Trust Bancorp, Inc.’s Annual Meeting of Shareholders

WESTERLY, R.I., April 27, 2023 (PR NEWSWIRE)…Washington Trust Bancorp, Inc. (NASDAQ: WASH; “Washington Trust” or “the Corporation”), the bank holding company for The Washington Trust Company, recently held its virtual Annual Meeting of Shareholders for the year ended December 31, 2022. Edward O. Handy III, Washington Trust Chairman and Chief Executive Officer, presided over the Meeting.

Handy paid special recognition to Mark K.W. Gim who retired as President and Chief Operating Officer effective at the Annual Meeting. Gim, who had served in the role since 2018 and had been with Washington Trust in various and increasing roles of responsibility at the Bank for almost 30 years, was elected to serve for a three-year term to the Corporation’s Board of Directors. As previously announced, Mary E. Noons has been appointed to succeed Gim as Washington Trust’s President and Chief Operating Officer.

In addition to Gim, John J. Bowen; Robert A. DiMuccio, CPA; and Sandra Glaser Parrillo were elected to serve for three-year terms to the Board of Directors. Handy paid tribute to retiring Director Kathleen E. McKeough, who has served on the Corporation’s Board since 2003 and as Lead Director since 2019. Subsequent with McKeough’s retirement, DiMuccio was appointed Lead Director of the Corporation.

During the Business portion of the Meeting, shareholders ratified the selection of Crowe LLP to serve as the Corporation’s independent registered public accounting firm for the year ending December 31, 2023; approved the non-binding advisory resolution on the compensation of the Corporation’s named executive officers; and selected a frequency of one-year for future non-binding advisory votes to approve the Corporation’s executive compensation.

ABOUT WASHINGTON TRUST BANCORP, INC.
Washington Trust Bancorp, Inc., (the “Corporation”), the parent of The Washington Trust Company, had $6.9 billion in assets as of March 31, 2023. 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.