Webster Financial Corporation

04/26/2024 | Press release | Distributed by Public on 04/26/2024 14:03

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 24, 2024, Webster Financial Corporation (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 156,744,066 shares were present or represented by proxy at the meeting, representing 91.4% of all shares entitled to vote at the Annual Meeting. At the Annual Meeting, the Company's stockholders voted on three proposals, each of which is described in the Proxy Statement. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for or against each matter and the number of abstentions and, if applicable, broker non-votes with respect to each matter.

Proposal 1 - Election of Directors
The Company's stockholders elected eleven individuals to the Board of Directors to serve one-year terms, as set forth below:
NOMINEES FOR AGAINST ABSTAIN BROKER
NON-VOTES
John R. Ciulla 138,161,319 6,348,432 196,869 12,037,446
William L. Atwell 141,244,470 3,307,496 154,654 12,037,446
John P. Cahill 138,277,510 6,253,324 175,786 12,037,446
E. Carol Hayles 143,230,693 1,314,098 161,829 12,037,446
Mona Aboelnaga Kanaan 142,694,934 1,848,077 163,609 12,037,446
Maureen B. Mitchell 143,565,415 982,306 158,899 12,037,446
Laurence C. Morse 139,041,592 5,496,257 168,771 12,037,446
Richard O'Toole 137,834,295 6,695,147 177,178 12,037,446
Mark Pettie 140,781,611 3,738,732 186,277 12,037,446
Lauren C. States 144,045,293 505,126 156,201 12,037,446
William E. Whiston 143,549,478 984,673 172,469 12,037,446

Proposal 2 - Say-on-Pay
The Company's stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as set forth below:
FOR AGAINST ABSTAIN BROKER NON-VOTES
141,591,347 2,616,117 499,156 12,037,446

Proposal 3 - Auditor Ratification
The Company's stockholders ratified the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024, as set forth below:
FOR AGAINST ABSTAIN
153,309,300 2,973,277 461,489