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)
April 26, 2011
WASHINGTON TRUST BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
| Rhode Island | 001-32991 | 05-0404671 | ||
| -------------------- | -------------------- | --------------------- | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
23 Broad Street, Westerly, Rhode Island 02891
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(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (401) 348-1200
Former name or address, if changed from last report: N/A
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2011, Washington Trust Bancorp Inc. (the “Corporation”) held its Annual Meeting of Shareholders, during which director Edward M. Mazze, Ph.D., retired from the Corporation’s Board of Directors. At the time of his resignation from the Corporation’s Board of Directors, Mr. Mazze was a member of the Corporation’s Audit Committee and Compensation Committee.
The Corporation’s by-laws currently require any director who reaches his or her 70th birthday to resign from the Board of Directors as of the next Annual Meeting of Shareholders following such director’s 70th birthday.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders was held on April 26, 2011. On the record date of February 25, 2011 there were 16,198,820 shares issued, outstanding and eligible to vote, of which 14,363,339 shares, or 88.7%, were represented at the Annual Meeting either in person or by proxy.
The results of matters voted upon are presented below:
| 1. | Five directors were nominated and duly elected to hold office as directors of the Corporation, each to serve until the 2014 Annual Meeting and until their successors are duly elected and qualified, by the number of votes set forth opposite each person’s name as follows: |
| Term | Votes For | Votes Withheld | Broker Non-votes | ||
| Gary P. Bennett | 3 years | 10,748,967 | 268,340 | 3,346,032 | |
| John J. Bowen | 3 years | 10,930,451 | 86,856 | 3,346,032 | |
| Robert A. DiMuccio, CPA | 3 years | 10,926,852 | 90,455 | 3,346,032 | |
| H. Douglas Randall, III | 3 years | 10,761,413 | 255,894 | 3,346,032 | |
| John F. Treanor | 3 years | 10,742,494 | 274,813 | 3,346,032 |
The following additional persons continued to hold office as directors of the Corporation following the
Annual Meeting:
| Steven J. Crandall |
| Barry G. Hittner, Esq. |
| Katherine W. Hoxsie, CPA |
| Joseph J. MarcAurele |
| Kathleen E. McKeough |
| Victor J. Orsinger II, Esq. |
| Patrick J. Shanahan, Jr. |
| John C. Warren |
| 2. | The ratification of the selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2011. |
| Votes For | Votes Against | Abstentions | Broker Non-votes | |
| 14,306,460 | 44,458 | 12,421 | - |
| 3. | A non-binding resolution to approve the compensation of the Corporation’s named executive officers. |
| Votes For | Votes Against | Abstentions | Broker Non-votes | |
| 10,772,214 | 174,974 | 70,119 | 3,346,032 |
| 4. | A non-binding resolution to select the frequency of a shareholders vote to approve the compensation of the Corporation's named executive officers. |
Votes for 1 Year | Votes for 2 Years | Votes for 3 Years | Abstentions | Broker Non-votes | |
| 8,111,815 | 1,430,170 | 1,337,344 | 136,278 | 3,347,732 |
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. | |||
| Date: April 29, 2011 | By: | /s/ David V. Devault | |
| David V. Devault | |||
Senior Executive Vice President, Secretary and Chief Financial Officer | |||