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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): March 25, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 25, 2024, Webster Financial Corporation (“Webster” or the Company”) announced that Glenn MacInnes has informed the Company of his intent to retire from his position as Executive Vice President and Chief Financial Officer after 13 years of distinguished service and leadership with the Company. The Company is conducting a process to identify his successor. Mr. MacInnes and the Company plan for him to remain as Chief Financial Officer until his successor is in place, and as an advisor to the Company for a period thereafter to ensure a smooth transition. A copy of the press release announcing the retirement of Mr. MacInnes is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
| 99.1 | Press release dated March 25, 2024. | |
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). | |
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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: March 25, 2024 | /s/ Kristy Berner |
|||||
| Kristy Berner | ||||||
| Executive Vice President and General Counsel | ||||||
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Exhibit 99.1
Webster Announces CFO Transition
Glenn MacInnes to Retire After 13 Years with Company
Company Initiates Search for Successor; MacInnes to Serve in the Role Until a New CFO is Appointed
STAMFORD, Conn., March 25, 2024 – Webster Financial Corporation (NYSE: WBS) (“Webster” or “the Company”), the holding company for Webster Bank, N.A. and its HSA Bank division, today announced that after 13 years with the Company, Glenn MacInnes intends to retire from his role as Executive Vice President and Chief Financial Officer (“CFO”). Mr. MacInnes will continue to serve as the Company’s CFO until a successor is appointed by Webster’s Board of Directors (“Board”) and will then serve in an advisory role to ensure a smooth transition.
“Glenn’s contributions as CFO have helped transform Webster into one of the best-performing regional banks in the nation. During his tenure, Glenn spearheaded several initiatives aimed at improving profitability and operational efficiency. As a result, today Webster is on strong financial footing and is well-positioned for long-term value creation as we continue helping clients achieve their goals,” said John Ciulla, Chairman and Chief Executive Officer of Webster Financial Corporation. “We have initiated a robust search process, looking at both external and internal candidates, to find Glenn’s successor.”
“On behalf of the Board, I thank Glenn for his service and dedication to Webster over the years and wish him all the best in his retirement,” said Richard O’Toole, Lead Independent Director and Chair of the Nominating and Corporate Governance Committee. “As we take the time needed to identify the right candidate as our next CFO, we appreciate Glenn’s willingness to continue in the role during this period.”
MacInnes said, “It has been an honor to work alongside such a talented group of people, and I am proud of all that we have accomplished together. When I first joined Webster in 2011, the Company had just begun a network transformation to reduce costs, overhaul branches, and focus more effort toward digital services. Today, Webster is a leading commercial bank with diverse businesses, a strong capital position and solid risk management framework that enables the Company to deliver for clients in all operating environments. I look forward to watching the Company’s continued success as it executes its strategic and financial initiatives and supporting the appointment and onboarding of a new CFO.”
As part of the comprehensive search process to identify the next CFO, the Company has retained Spencer Stuart, a leading executive search firm.
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About Webster
Webster Financial Corporation (NYSE:WBS) is the holding company for Webster Bank, N.A. and its HSA Bank division. Webster is a leading commercial bank in the Northeast that provides a wide range of digital and traditional financial solutions across three differentiated lines of business including: Commercial Banking, Consumer Banking and its HSA Bank division, one of the country’s largest providers of one of the country’s largest providers of employee benefits solutions. Headquartered in Stamford, CT, Webster is a values-driven organization with more than $70 billion in assets. Its core footprint spans the northeastern U.S. from New York to Massachusetts, with certain businesses operating in extended geographies. Webster Bank is a member of the FDIC and an equal housing lender. For more information about Webster, including past press releases and the latest annual report, visit the Webster website at www.websterbank.com.
Media Contact:
Alice Ferreira, 203-578-2610
acferreira@websterbank.com
Investor Contact:
Emlen Harmon, 212-309-7646
eharmon@websterbank.com