0000737468FALSE00007374682024-02-082024-02-08
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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): February 8, 2024
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| WASHINGTON TRUST BANCORP, INC. |
(Exact Name of Registrant as Specified in Charter)
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| Rhode Island |
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001-32991 |
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05-0404671 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 23 Broad Street |
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| Westerly, |
Rhode Island |
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02891 |
| (Address of principal executive offices) |
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(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. |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 8, 2024, the Board of Directors (the “Board”) of Washington Trust Bancorp, Inc. (the “Corporation”) appointed Angel Taveras, Esq. to serve as a director of the Corporation effective as of March 1, 2024, filling a vacancy created by an expansion of the Board. Mr. Taveras was also appointed to the Board of Directors of the Corporation’s subsidiary bank, The Washington Trust Company, of Westerly.
Mr. Taveras was appointed to the class of directors serving until the Corporation’s 2024 Annual Meeting of Shareholders and until his successor is duly elected and qualified. Mr. Taveras has not been appointed to serve on a Board committee at this time; however, the Board plans to appoint him to the Audit Committee of the Board following the Corporation’s Annual Meeting of Shareholders in April 2024. The Board has determined that Mr. Taveras is independent under Nasdaq listing rules and other applicable standards. Mr. Taveras has extensive leadership and legal expertise. He recently joined Adler Pollock & Sheehan P.C. as Senior Counsel and is the former Mayor of the City of Providence.
Mr. Taveras will receive compensation for his service as a director in accordance with policies and procedures previously approved by the Board for non-employee directors of the Corporation and as more fully described in the Corporation's Proxy Statement on Schedule 14A relating to the 2023 Annual Meeting of Shareholders under the heading “Director Compensation” (and such description is incorporated herein by reference). The annual non-employee director cash retainer will be prorated for 2024 to reflect the effective date of his appointment.
There is no arrangement or understanding between Mr. Taveras and any other person pursuant to which Mr. Taveras was appointed to the Board. Mr. Taveras 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. Taveras, on the one hand, and any director, executive officer or any other person nominated or chosen by the Corporation to become a director or executive officer, on the other.
In addition, the Corporation previously filed a Current Report on Form 8-K with the Securities and Exchange Commission on January 30, 2024 disclosing the appointment of Debra M. Paul to the Board. A copy of the press release announcing the appointments of Ms. Paul and Mr. Taveras dated February 12, 2024, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits. |
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Exhibit No. |
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Exhibit |
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Press release dated February 12, 2024* |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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*Filed herewith |
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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: |
February 12, 2024 |
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By: |
/s/ Ronald S. Ohsberg |
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Ronald S. Ohsberg |
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Senior Executive Vice President, Chief Financial Officer and Treasurer |
EX-99.1
2
exhibit9912024newboardmemb.htm
EX-99.1
Document
NASDAQ: WASH
Media Contact: Elizabeth B. Eckel
EVP, Chief Marketing & Corporate Communications Officer
Telephone: (401) 348-1309
E-mail: ebeckel@washtrust.com
Date: February 12, 2024
FOR IMMEDIATE RELEASE
Washington Trust Appoints Debra M. Paul and Angel Taveras
To Board of Directors
WESTERLY, R.I., February 12, 2024 (PR NEWSWIRE)…Washington Trust Bancorp, Inc. (NASDAQ: WASH), announced the appointment of Debra M. Paul and Angel Taveras, Esq. to the Board of Directors (the “Board”) of Washington Trust Bancorp, Inc. (the “Corporation”) and its subsidiary bank, The Washington Trust Company, effective March 1, 2024.
Ms. Paul, a former certified public accountant, has proven leadership, accounting, and auditing experience. She most recently served as Chief Executive Officer (“CEO”) of Fellowship Health Resources, Inc. (“FHR”), a subsidiary of Elwyn. After retiring as CEO from FHR in December 2021, she served as Senior Vice President of Integration at Elwyn, until June 2022, overseeing the strategic partnership between FHR and Elwyn. Ms. Paul previously held the position of Chief Financial Officer at FHR and served as Chief Financial Officer and Senior Vice President of Finance of Women & Infants Hospital from 2006 until 2011. She also served as Senior Audit Manager with the public accounting firm KPMG, LLP. Ms. Paul is a board member and Audit Committee Chair for both Blue Cross Blue Shield Rhode Island and Amica Mutual Insurance Company.
Mr. Taveras has extensive leadership and legal expertise. He recently joined Adler Pollock & Sheehan P.C. as Senior Counsel, after serving as a Partner with Womble Bond Dickinson (US) LLP from 2021 until January 2024. He previously served as Shareholder with Greenberg Traurig LLP from 2015 until 2021. Mr. Taveras was Mayor of the City of Providence from 2011 until 2015. A graduate of Harvard University and Georgetown University Law Center, he is an Adjunct Professor at Providence College. Mr. Taveras is a member of the board and serves on the Audit Committee for Lifespan Corp. and is a board member for National Civic League and IKEA Foundation.
“We are excited to welcome Deb and Angel to our Board,” stated Edward O. Handy III, Washington Trust Chairman and Chief Executive Officer. “The depth and diversity of their professional experiences, skills, and community leadership will bring new perspectives and insight to our Board.”
ABOUT WASHINGTON TRUST BANCORP, INC.
Washington Trust Bancorp, Inc., NASDAQ: WASH, is the publicly-owned holding company of The Washington Trust Company (“Washington Trust”, “the Bank”), with $7.2 billion in assets as of December 31, 2023. Founded in 1800, Washington Trust is recognized as 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 values its role as a community bank and is committed to helping the people, businesses, and organizations of New England improve their financial lives.
The Bank offers a wide range of commercial banking, mortgage banking, personal banking and wealth management services through its offices in Rhode Island, Connecticut and Massachusetts and a full suite of convenient digital tools. Washington Trust is a member of the FDIC and an equal housing lender. For more information, visit the Corporation’s website at ir.washtrust.com, or the Bank’s website at www.washtrust.com.
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