8-K

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): April 3, 2020

WEBSTER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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 (See General Instruction A.2. below):

Securities Registered under Section 12(b) of the Act:

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.  ☐

On April 3, 2020, Webster Financial Corporation (the “Company”) issued a press release announcing that, in response to the public health concerns regarding the coronavirus (COVID-19) pandemic, it has changed the location of its 2020 annual meeting of shareholders from a physical meeting to a virtual meeting held solely by means of remote communication. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information disclosed in or incorporated by reference into this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

(d) Exhibits.

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.

Dated: April 3, 2020

EX-99.1

Exhibit 99.1

Webster Financial Corporation Announces Location Change

for its 2020 Annual Meeting of Shareholders

Annual Meeting to be held in virtual only format

WATERBURY, Conn., April 3, 2020 – Webster Financial Corporation (NYSE: WBS), the holding company for Webster Bank, N.A. and its HSA Bank division, today announced a change in the location of the 2020 Annual Meeting of Shareholders (the “Annual Meeting”). In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the Annual Meeting will be held solely by remote communication, in a virtual only format. The previously announced date and time of the meeting, April 23 at 4:00 p.m., Eastern Daylight Time will not change.

Shareholders of record as of the close of business on February 26, 2020, the record date, can find additional details regarding participation in the Annual Meeting at www.wbst.com.

Shareholders of record as of the record date can attend the Annual Meeting at www.virtualshareholdermeeting.com/WBS2020 by logging in by entering the 16-digit control number found on the proxy card or voting instruction form previously received. Once admitted, shareholders may submit questions, vote or view Webster’s list of shareholders during the Annual Meeting by following the instructions that will be available on the meeting website. Individuals that were not shareholders of record as of the record date may view a webcast of the meeting by visiting www.virtualshareholdermeeting.com/WBS2020.

The proxy card included with the proxy materials will not be updated to reflect the change in location. Shareholders may continue to use the proxy card to vote their shares of Webster common stock in connection with the Annual Meeting.

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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.