8-K 4/24/2015


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, 2015
_________________________ 
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.)
Webster Plaza, Waterbury, Connecticut 06702
(Address of principal executive offices)
Registrant’s telephone number, including area code: (203) 578-2202
Not Applicable
(Former name or former address, if changed since 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 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))






Item 5.07    Submission of Matters to a Vote of Security Holders

On April 23, 2015, Webster Financial Corporation (the “Company” or “Webster”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The Company’s shareholders approved each of the three proposals detailed in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 13, 2015.
The proposals voted on by the shareholders at the Annual Meeting were as follows:
1.
The Company’s shareholders elected eleven individuals to the Board of Directors to             serve one-year terms, as set forth below:
NOMINEES
VOTES
FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER
NON-VOTES
William L. Atwell
78,477,680
504,032
101,411
5,771,144
Joel S. Becker
78,163,495
821,535
98,093
5,771,144
John J. Crawford
77,788,976
1,194,783
99,364
5,771,144
Robert A. Finkenzeller
78,137,577
836,499
109,047
5,771,144
Elizabeth E. Flynn
78,477,585
509,439
96,099
5,771,144
C. Michael Jacobi
61,016,337
17,877,572
189,214
5,771,144
Laurence C. Morse
78,160,302
815,422
107,399
5,771,144
Karen R. Osar
78,470,668
515,547
96,908
5,771,144
Mark Pettie
78,484,516
500,907
97,700
5,771,144
Charles W. Shivery
78,421,959
549,623
111,541
5,771,144
James C. Smith
75,038,656
3,925,279
119,188
5,771,144


2.
The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the named executive officers of Webster, as set forth below:
Votes For
Votes Against
Abstain
Broker Non-Votes
77,395,216
1,433,090
254,817
5,771,144
3.
The Company’s shareholders ratified the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of Webster for the fiscal year ending December 31, 2015, as set forth below:
Votes For
Votes Against
Abstain
84,556,136
175,155
122,976
4.
The Company’s shareholders approved the material terms for payment of Performance-based compensation under the 1992 Stock Option Plan, as set forth below:
Votes For
Votes Against
Abstain
Broker Non-Votes
76,670,407
2,182,458
230,258
5,771,144







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.


WEBSTER FINANCIAL CORPORATION


Date: April 24, 2015                By: /s/ Harriet Munrett Wolfe     
Name: Harriet Munrett Wolfe
Title: Executive Vice President,
General Counsel and Secretary