8-K
WEBSTER FINANCIAL CORP (WBS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 17, 2020
WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-31486 | 06-1187536 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>file number) | (IRS Employer<br> <br>Identification No.) |
145 Bank Street, Waterbury, Connecticut 06702
(Address of Principal Executive Offices) (Zip Code)
203-578-2202
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K 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)) |
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Securities Registered under Section 12(b) of the Act:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol | Name of Exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value | 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-F | 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. |
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On June 17, 2020, the Board of Directors (the “Board”) of Webster Financial Corporation (the “Company”) appointed James P. Bush as a member of the Board, effective immediately. Mr. Bush’s initial term will expire at the Company’s 2021 annual meeting of shareholders. The Board determined that Mr. Bush is independent under applicable rules and the Board’s criteria for determining director independence. Mr. Bush was appointed as a member of the Board’s Risk Committee. Mr. Bush was also appointed to the Board of Directors of Webster Bank.
For his service as a non-employee director on the Board, Mr. Bush will receive a pro rata portion of the annual cash retainer payable to the Company’s non-employee directors and will receive an initial equity award of restricted stock equal to a pro-rated amount of the annual equity award granted to non-employee, non-chair directors for 2020. There are no arrangements or understandings pursuant to which Mr. Bush was appointed and there are no related party transactions between the Company and Mr. Bush.
A copy of the press release relating to the appointment of Mr. Bush is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| Number | Description | |
|---|---|---|
| 99.1 | Press Release dated June 17, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
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 | |
|---|---|
| By: | /s/ Harriet Munrett Wolfe |
| Name: | Harriet Munrett Wolfe |
| Title: | Executive Vice President, General Counsel and Secretary |
Dated: June 17, 2020
EX-99.1
Exhibit 99.1
| Media Contact:<br> <br>Alice Ferreira, 203-578-2610<br> <br>acferreira@websterbank.com | Investor Contact:<br> <br>Terry Mangan, 203-578-2318<br> <br>tmangan@websterbank.com |
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Webster Appoints James P. Bush to Board of Directors
WATERBURY, Conn., June 17, 2020 – Webster Financial Corporation (NYSE: WBS), the holding company for Webster Bank, N.A. and its HSA Bank division, is pleased to announce the appointment of James P. Bush to its and Webster Bank’s board of directors. He will serve on the Risk Committee for both boards.
| Mr. Bush, 62, most recently served as Senior Advisor to the Chairman and CEO at American Express Company before his retirement in 2018.<br>Prior to that, he served as President of Global Network and International Consumer Services (GNICS), which includes consumer business outside the U.S. and all global bank partnerships in 130 countries and territories. Under his leadership, GNICS<br>became one of the fastest growing divisions of American Express and earned eight consecutive J.D. Power & Associates awards for highest customer satisfaction among U.S. card companies.<br><br><br><br> <br>During his years with American Express, Mr. Bush served in other operating and<br>executive capacities of increasing responsibility including Chief Operating Officer of American Express Centurion Bank, Executive Vice President and General Manager for Strategic Alliances Group, Regional President for Japan/Asian Pacific/Australia<br>and Singapore, Executive Vice President of U.S. Service Delivery, and Executive Vice President for World Service. |
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“Jim’s expertise in global service strategy and customer service innovation makes him a valuable addition to our board,” said John R. Ciulla, Chairman, President and CEO of Webster and Webster Financial Corporation. “His deep knowledge and understanding of dynamic consumer trends will be invaluable to us as we continue to deliver on the Webster vision.”
Mr. Bush holds a Bachelor of Science in Accounting from Rider College, where he is an inaugural member of the College of Business Administration Hall of Fame, and completed graduate studies in Business Administration (Finance) from DePaul University. He is a member
of the Global Policy Forum at Penn State University; and is a member of the Board of Trustees of Rider University, Lawrenceville, New Jersey, and of the Valley Health System in Northern New Jersey. He also serves on the Board of Directors of American Express Global Business Travel Jersey Co. Ltd.
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About Webster
Webster Financial Corporation is the holding company for Webster Bank, National Association and its HSA Bank division. With $31.7 billion in assets, Webster provides business and consumer banking, mortgage, financial planning, trust, and investment services through 157 banking centers and 308 ATMs. Webster also provides mobile and online banking. Webster Bank owns the asset-based lending firm Webster Business Credit Corporation; the equipment finance firm Webster Capital Finance Corporation; and HSA Bank, a division of Webster Bank, which provides health savings account trustee and administrative services. 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.