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): August 18, 2021
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.) |
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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol | Name of Exchange on which<br><br> <br>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-PrF | 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 August 17, 2021, Webster Financial Corporation (“Webster”) held a special meeting of stockholders (the “Webster special meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “merger agreement”), dated as of April 18, 2021, by and between Webster and Sterling Bancorp (“Sterling”), which provides, among other things and subject to the terms and conditions set forth therein, that Sterling will merge with and into Webster, with Webster as the surviving corporation.
As of the close of business on July 2, 2021, the record date for the Webster special meeting, there were 90,593,960 shares of common stock, par value $0.01 per share, of Webster (“Webster common stock”) outstanding, each of which was entitled to one vote for each proposal at the Webster special meeting. At the Webster special meeting, a total of 79,585,161 shares of Webster common stock, representing approximately 87.84% of the shares of Webster common stock outstanding and entitled to vote, were present virtually via the Webster special meeting website or by proxy, constituting a quorum to conduct business.
At the Webster special meeting, the following proposals were considered:
| 1. | a proposal to adopt the merger agreement (the “Webster merger proposal”); |
|---|---|
| 2. | a proposal to adopt and approve an amendment to the fourth amended and restated certificate of incorporation of Webster to increase the number of authorized shares of Webster<br> common stock from two hundred million (200,000,000) shares to four hundred million (400,000,000) shares (such proposal, the “Webster authorized share count proposal”); and |
| --- | --- |
| 3. | a proposal to adjourn the Webster special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient<br> votes to approve the Webster merger proposal or the Webster authorized share count proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus filed by Webster with the U.S. Securities and Exchange<br> Commission on July 8, 2021 (the “joint proxy statement/prospectus”) is timely provided to holders of Webster common stock (such proposal, the “Webster adjournment proposal”). |
| --- | --- |
Each of the three proposals was approved by the requisite vote of Webster’s stockholders. The final voting results for each proposal are described below. For more information on each of these proposals, see the joint proxy statement/prospectus.
1. The Webster merger proposal:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 79,026,756 | 449,058 | 109,347 | N/A |
2. The Webster authorized share count proposal:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 78,818,212 | 705,557 | 61,392 | N/A |
3. The Webster adjournment proposal:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 63,587,795 | 15,802,226 | 195,140 | N/A |
| Item 8.01 | Other Events. | ||
| --- | --- |
On August 17, 2021, Webster and Sterling issued a joint press release announcing the results of the Webster special meeting and the results of the special meeting of Sterling stockholders held on August 17, 2021. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Joint Press Release of Webster Financial Corporation and Sterling Bancorp, dated August 17, 2021 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
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 | |||
|---|---|---|---|
| Date: August 18, 2021 | By: | /s/ Harriet Munrett Wolfe | |
| Name: | Harriet Munrett Wolfe | ||
| Title: | Executive Vice President,<br><br> <br>General Counsel and Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE
August 17, 2021
WEBSTER, STERLING STOCKHOLDERS APPROVE MERGER
WATERBURY, CT and PEARL RIVER, NY – Webster Financial Corporation (NYSE: WBS) (“Webster”) and Sterling Bancorp (NYSE: STL) (“Sterling”) jointly announced that each company’s stockholders have approved the proposed merger between Webster and Sterling at their respective special meetings of stockholders held today. The final voting results on the proposals voted on at the special meetings will be set forth in the companies’ separate Form 8-Ks filed with the U.S. Securities and Exchange Commission (the “SEC”) after certification by each company’s inspector of election.
“Today’s stockholder approval marks a key step in completing the merger of Webster and Sterling,” said John R. Ciulla, Chairman, President & CEO of Webster. “I am very pleased that our stockholders overwhelmingly support bringing together two high performing companies, as it provides a compelling opportunity to create value for our stakeholders.”
“With this milestone, we are one step closer to creating a uniquely focused Commercial bank,” said Jack L. Kopnisky, President & CEO of Sterling. “We are excited about what the future holds for the combined company.”
Webster Bank, National Association and Sterling National Bank, the respective subsidiary banks of Webster and Sterling also received approval to merge from the Office of the Comptroller of the Currency as part of the proposed merger between Webster and Sterling.
Completion of the transaction remains subject to regulatory approval by the Board of Governors of the Federal Reserve System and the satisfaction of the other customary closing conditions set forth in the merger agreement. Webster and Sterling currently anticipate completing the transaction in the fourth quarter of 2021.
***
About Webster Financial Corporation
Webster Financial Corporation is the holding company for Webster Bank, National Association and its HSA Bank division. With $33.8 billion in assets, Webster provides business and consumer banking, mortgage, financial planning, trust, and investment services through 130 banking centers and 253 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.
About Sterling Bancorp
Sterling Bancorp, whose principal subsidiary is Sterling National Bank, specializes in the delivery of services and solutions to business owners, their families and consumers within the communities it serves through teams of dedicated and experienced relationship managers. Sterling National Bank offers a complete line of commercial, business, and consumer banking products and services. For more information, visit the Sterling Bancorp website at www.sterlingbancorp.com.
Media Contact:
Alice Ferreira, 203-578-2610
acferreira@websterbank.com
Investor Contact:
Kristen Manginelli, 203-578-2307
kmanginelli@websterbank.com
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Webster and Sterling, the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and our business, results of operations, and financial condition; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in global capital and credit markets; movements in interest rates; reform of LIBOR; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Webster and Sterling; the outcome of any legal proceedings that may be instituted against Webster or Sterling; delays in completing the transaction; the failure to obtain other necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); the failure to satisfy any of the conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Webster and Sterling do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and integration of Webster and Sterling successfully; the dilution caused by Webster’s issuance of additional shares of its capital stock in connection with the transaction; and other factors that may affect the future results of Webster and Sterling. Additional factors that could cause results to differ materially from those described above can be found in Webster’s Annual Report on Form 10-K for the year ended December 31, 2020, which is on file with the SEC and available on Webster’s investor relations website, https://webster.gcs-web.com/, under the heading “Financials” and in other documents Webster files with the SEC, and in Sterling’s Annual Report on Form 10-K for the year ended December 31, 2020, which is on file with the SEC and available on Sterling’s website, https://sterlingbancorp.com/, under the heading “Financial Information” and in other documents Sterling files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Webster nor Sterling assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.