8-K
WEBSTER FINANCIAL CORP (WBS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 21, 2025
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WEBSTER FINANCIAL CORPORATION
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(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 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On May 21, 2025, Webster Financial Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 151,098,759 shares were present or represented by proxy at the meeting, representing 89.7% of all shares entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in the Proxy Statement. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for or against each matter and the number of abstentions and, if applicable, broker non-votes with respect to each matter.
Proposal 1 — Election of Directors
The Company’s stockholders elected twelve individuals to the Board of Directors to serve one-year terms, as set forth below:
| NOMINEES | FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTES |
|---|---|---|---|---|
| John R. Ciulla | 132,908,622 | 5,870,629 | 378,132 | 11,941,376 |
| William L. Atwell | 136,105,262 | 2,921,566 | 130,555 | 11,941,376 |
| John P. Cahill | 131,236,720 | 7,786,697 | 133,966 | 11,941,376 |
| William D. Haas | 138,247,696 | 778,783 | 130,904 | 11,941,376 |
| E. Carol Hayles | 138,216,381 | 808,036 | 132,966 | 11,941,376 |
| Mona Aboelnaga Kanaan | 137,389,318 | 1,311,199 | 456,866 | 11,941,376 |
| Maureen B. Mitchell | 138,113,211 | 914,384 | 129,788 | 11,941,376 |
| Laurence C. Morse | 133,524,334 | 5,176,384 | 456,665 | 11,941,376 |
| Richard O’Toole | 137,154,099 | 1,872,484 | 130,800 | 11,941,376 |
| Mark Pettie | 134,170,592 | 4,854,885 | 131,906 | 11,941,376 |
| Lauren C. States | 138,317,116 | 710,640 | 129,627 | 11,941,376 |
| William E. Whiston | 138,091,695 | 933,087 | 132,601 | 11,941,376 |
Proposal 2 — Say-on-Pay
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth below:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 135,549,851 | 3,225,421 | 382,111 | 11,941,376 |
Proposal 3 — Auditor Ratification
The Company’s stockholders ratified the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025, as set forth below:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 147,807,754 | 3,089,722 | 201,283 |
| Item 9.01 | Financial Statements and Exhibits. | |
| --- | --- |
(d)Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 23, 2025 | /s/ Kristy Berner |
| Kristy Berner | |
| Executive Vice President and General Counsel |