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 25, 2017
WASHINGTON TRUST BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
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| Rhode Island | | 001-32991 | | 05-0404671 |
| (State or other jurisdiction of | | (Commission File Number) | | (IRS Employer Identification No.) |
| incorporation) | | | | |
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| 23 Broad Street | | |
| Westerly, Rhode Island | | 02891 |
| (Address of Principal Executive Offices) | | (Zip Code)
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(401) 348-1200
(Registrant's telephone number, including area code)
N/A
(Former name or former 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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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.
The Corporation’s Annual Meeting of Shareholders was held on April 25, 2017. On the record date of February 27, 2017, there were 17,191,070 shares issued, outstanding and eligible to vote, of which 14,354,569 shares, or 83.5%, were represented at the Annual Meeting either in person or by proxy.
The results of matters voted upon are presented below:
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| 1. | Four directors, nominated by the Board of Directors, were elected to hold office as directors of the Corporation, each to serve until the 2020 Annual Meeting and until their successors are duly elected and qualified: |
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| | Term | Votes For | Votes Withheld | Broker Non-votes |
| John J. Bowen | 3 years | 11,784,443 |
| 76,142 |
| 2,493,984 |
| Robert A. DiMuccio, CPA | 3 years | 11,787,419 |
| 73,166 |
| 2,493,984 |
| H. Douglas Randall, III | 3 years | 11,528,505 |
| 332,080 |
| 2,493,984 |
| John F. Treanor | 3 years | 11,510,159 |
| 350,426 |
| 2,493,984 |
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| 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, 2017. |
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| Votes For | Votes Against | Abstentions | Broker Non-votes |
| 13,994,852 | 337,775 | 21,942 | — |
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| 3. | A non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers. |
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| Votes For | Votes Against | Abstentions | Broker Non-votes |
| 11,594,411 | 215,828 | 50,346 | 2,493,984 |
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| 4. | A non-binding resolution to select the frequency of future shareholder advisory votes to approve the compensation of the Corporation’s named executive officers. |
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| Every 1 Year | Every 2 Years | Every 3 Years | Abstentions | Broker Non-votes |
| 10,043,383 | 86,520 | 1,677,046 | 53,636 | 2,493,984 |
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.
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| | | WASHINGTON TRUST BANCORP, INC. |
| | | | (Registrant) |
| Date: April 28, 2017 | | By: | /s/ David V. Devault |
| | | | David V. Devault |
| | | | Vice Chair, Secretary and Chief Financial Officer
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