UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 29, 2019
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WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-31486 | | 06-1187536 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
145 Bank Street, Waterbury, Connecticut 06702
(Address and zip code of principal executive offices)
203-578-2202
(Registrant’s telephone number, including area code)
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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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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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: |
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| Title of each class | Trading Symbol | Name of Exchange on which registered |
| Common Stock, $0.01 par value | WBS | New York Stock Exchange |
| Depository Shares, each representing 1/1000th interest in a share | WBS-F | New York Stock Exchange |
| of 5.25% Series F Non-Cumulative Perpetual Preferred Stock | | |
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 8.01 Other Events.
On October 29, 2019, the Board of Directors of Webster Financial Corporation (the “Company”) increased the Company’s authority to repurchase shares of its common stock to $200,000,000 in shares under its existing share repurchase program. The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.
Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its shareholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, regulatory considerations and the Company’s financial performance. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.
The repurchase program does not have an expiration date but may be suspended, terminated or modified by the Company’s Board of Directors at any time depending on factors deemed appropriate, including but not limited to market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, and liquidity considerations. The repurchase program does not obligate the Company to purchase any particular number of shares.
As of September 30, 2019, there was approximately $78.7 million of remaining repurchase authority under the Company’s repurchase plan. As of the date of this report, the total repurchase authority is $200 million. A press release relating to the increase in repurchase authority under the repurchase program is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number | | Description |
| 99.1 | | |
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.
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| | | | WEBSTER FINANCIAL CORPORATION |
| | | | (Registrant) |
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| Date: October 29, 2019 | | | /s/ Glenn I. MacInnes |
| | | | Glenn I. MacInnes
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| | | | Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number | | Description |
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| 99.1 | | |
| 101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embeded within the Inline XBRL document |
| 101.SCH | | XBRL Taxonomy Extension Schema Document |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | | XBRL Taxonomy Extension Definitions Linkbase Document |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
