Document


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): April 23, 2019
WASHINGTON TRUST BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
Rhode Island
 
001-32991
 
05-0404671
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer Identification No.)
incorporation)
 
 
 
 

 
23 Broad Street
 
 
 
 
Westerly, Rhode Island
 
02891
 
 
(Address of Principal Executive Offices)
 
(Zip Code)
 

(401) 348-1200
(Registrant's telephone number, including area code)

N/A
(Former name or address, if changed from last report)

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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o




Item 5.07 Submission of Matters to a Vote of Security Holders.

The Corporation’s Annual Meeting of Shareholders was held on April 23, 2019. On the record date of February 27, 2019, there were 17,305,279 shares issued, outstanding and eligible to vote, of which 14,815,222 shares, or 85.6%, were represented at the Annual Meeting either in person or by proxy.

The results of matters voted upon are presented below:

1.
Four directors, nominated by the Board of Directors, were elected to hold office as directors of the Corporation, each to serve until the 2022 Annual Meeting and until their successors are duly elected and qualified:
 
Term
Votes For
Votes Withheld
Broker Non-votes
Edward O. Handy III
3 years
12,100,982

412,303

2,301,937
Katherine W. Hoxsie, CPA
3 years
12,289,543

223,742

2,301,937
Kathleen E. McKeough
3 years
12,276,701

236,584

2,301,937
John T. Ruggieri
3 years
12,450,710

62,575

2,301,937

2.
The ratification of the selection of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
Votes For
Votes Against
Abstentions
Broker Non-votes
14,480,831
293,162
41,229
—

3.
A non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers.
Votes For
Votes Against
Abstentions
Broker Non-votes
12,248,769
226,587
37,929
2,301,937

Item 8.01 Other Events.

On April 23, 2019, the Board of Directors appointed Kathleen E. McKeough as Lead Director and as Chair of the Nominating and Corporate Governance Committee. Ms. McKeough succeeds Victor J. Orsinger II, who retired as director of the Corporation effective as of the 2019 Annual Meeting, as previously announced.






SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



 
 
WASHINGTON TRUST BANCORP, INC.
 
 
 
(Registrant)
Date: April 25, 2019
 
By:
/s/ Ronald S. Ohsberg
 
 
 
Ronald S. Ohsberg
 
 
 
Senior Executive Vice President, Chief Financial Officer and Treasurer