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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 24, 2024
 _________________________ 
WEBSTER FINANCIAL CORPORATION
 _________________________________________
(Exact name of registrant as specified in its charter)
Delaware   001-31486   06-1187536
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

200 Elm Street, Stamford, Connecticut 06902
(Address and zip code of principal executive offices)

203-578-2202
(Registrant’s telephone number, including area code)
______________________________________________________________________________
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Common Stock, par value $0.01 per share WBS New York Stock Exchange
Depositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock WBS-PrF New York Stock Exchange
Depositary Shares, each representing 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock WBS-PrG New York Stock Exchange
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 5.07 Submission of Matters to a Vote of Security Holders.
On April 24, 2024, Webster Financial Corporation (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 156,744,066 shares were present or represented by proxy at the meeting, representing 91.4% of all shares entitled to vote at the Annual Meeting. At the Annual Meeting, the Company's stockholders voted on three 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 eleven 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 138,161,319 6,348,432 196,869 12,037,446
William L. Atwell 141,244,470 3,307,496 154,654 12,037,446
John P. Cahill 138,277,510 6,253,324 175,786 12,037,446
E. Carol Hayles 143,230,693 1,314,098 161,829 12,037,446
Mona Aboelnaga Kanaan 142,694,934 1,848,077 163,609 12,037,446
Maureen B. Mitchell 143,565,415 982,306 158,899 12,037,446
Laurence C. Morse 139,041,592 5,496,257 168,771 12,037,446
Richard O’Toole 137,834,295 6,695,147 177,178 12,037,446
Mark Pettie 140,781,611 3,738,732 186,277 12,037,446
Lauren C. States 144,045,293 505,126 156,201 12,037,446
William E. Whiston 143,549,478 984,673 172,469 12,037,446

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
141,591,347 2,616,117 499,156 12,037,446

Proposal 3 — 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, 2024, as set forth below:
FOR AGAINST ABSTAIN
153,309,300 2,973,277 461,489



Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
Exhibit
Number
Description
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 26, 2024 /s/ Kristy Berner
    Kristy Berner
    Executive Vice President and General Counsel