8-K
WEBSTER FINANCIAL CORP (WBS)
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): January 23, 2020
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WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-31486 | 06-1187536 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
145 Bank Street, Waterbury, Connecticut 06702
(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 Symbol | Name of Exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | WBS | New York Stock Exchange |
| Depository Shares, each representing 1/1000th interest in a share | WBS-F | New York Stock Exchange |
| of 5.25% Series F Non-Cumulative Perpetual Preferred Stock |
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 January 21, 2020, James C. Smith, non-executive Chairman of the Company’s Board of Directors (the “Board”), informed the Company that he will retire from the Board effective as of the Company’s 2020 annual meeting of shareholders. The Board has elected John R. Ciulla, who currently serves as a director and as President and Chief Executive Officer of the Company, to succeed Mr. Smith as Chairman upon his retirement.
Item 7.01 Regulation FD Disclosure.
On January 23, 2020, the Company issued a press release related to the matters described in Item 5.02, which is attached as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item, including that incorporated by reference, is being furnished to the Securities and Exchange Commission. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press release Item 5.02 dated January 23, 2020 |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
| 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 | ||
|---|---|---|
| (Registrant) | ||
| Date: January 23, 2020 | /s/ Harriet Munrett Wolfe | |
| Name: | Harriet Munrett Wolfe | |
| Title: | Executive Vice President | |
| General Counsel and Secretary |
EXHIBIT INDEX
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press release Item 5.02 dated January 23, 2020 |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
Document
Media Contact: Investor Contact:
Alice Ferreira, 203-578-2610 Terry Mangan, 203-578-2318 acferreira@websterbank.com tmangan@websterbank.com
Webster Financial Corporation Announces the Election of
Chief Executive Officer John R. Ciulla as Chairman, Effective as of
the 2020 Annual Meeting of Shareholders
Non-Executive Chairman James C. Smith to Retire in April
WATERBURY, Conn., January 23, 2020 – Webster Financial Corporation (NYSE: WBS), the holding company for Webster Bank, N.A., announced today that James C. Smith, non-executive Chairman, has informed the Company that he will retire from the Board of Directors at the Company’s 2020 Annual Meeting of Shareholders. Webster’s Board has elected Director, President and Chief Executive Officer (CEO) John R. Ciulla to succeed Smith as Chairman.
Smith, 71, joined Webster in 1975 and became President in 1982. He was promoted to CEO in 1987 upon the retirement of Webster’s founder (and Smith’s father) Harold Webster Smith. Smith became Chairman and CEO in 1995, and retired as CEO in January 2018. At that time, he became non-executive Chairman.
“Webster’s leadership succession plan, implemented seamlessly over several years, is now complete. The Board and I believe that Webster will thrive under a principled leader who serves as both Chairman and CEO. John is that leader, having ably demonstrated his leadership skills, strategic acumen and responsible stewardship of the values that define Webster,” said Smith. “As I conclude my service to this great company, I celebrate its future knowing that Webster is in excellent hands. I am forever grateful to Webster’s bankers who are steadfastly committed to adding value for those who rely upon them.”
"On behalf of the Board, I would like to thank Jim for his significant and noteworthy contributions to Webster and the banking industry for over four decades. His impeccable career as Chairman and CEO has led Webster to be recognized as a leading mid-size bank in the country," said Bill Atwell, lead independent director of the Webster Board of Directors. "John has continued to deliver strong results and is a well-respected leader who personifies our cultural values which have been integral to the success of Webster.”
“I am honored to have the Board’s confidence and I remain committed to achieving purposeful progress on clearly defined strategies,” said Ciulla. “Webster’s considerable progress over time is a reflection of the quality and dedication of our leadership team and the 3,400 values-guided Webster bankers who excel in service to our customers, our communities and one another.”
“On behalf of the executive team and all our bankers, we want to thank Jim for his dedication and commitment which have shaped the great heritage and legacy of Webster, and led to our long-standing reputation as a strong, values-based company,” added Ciulla.
Ciulla, 54, joined Webster in 2004 and has served in several management positions with increasing responsibility, including Chief Credit Risk Officer and Head of Commercial Banking. In 2015 he was promoted to President, and to CEO in January 2018. Ciulla is also the president of the bank’s holding company and a member of the Webster Bank, N.A. Board of Directors. He also serves on the Federal Reserve System’s Federal Advisory Council as a representative for the Federal Reserve Bank of Boston (First District).
About Webster
Webster Financial Corporation is the holding company for Webster Bank, National Association and its HSA Bank division. With $30.4 billion in assets, Webster provides business and consumer banking, mortgage, financial planning, trust, and investment services through 157 banking centers and 309 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.