Item 5.07
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Submission of Matters to a Vote of Security Holders.
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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:
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NOMINEES
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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John R. Ciulla
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138,161,319
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6,348,432
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196,869
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12,037,446
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William L. Atwell
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141,244,470
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3,307,496
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154,654
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12,037,446
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John P. Cahill
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138,277,510
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6,253,324
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175,786
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12,037,446
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E. Carol Hayles
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143,230,693
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1,314,098
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161,829
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12,037,446
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Mona Aboelnaga Kanaan
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142,694,934
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1,848,077
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163,609
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12,037,446
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Maureen B. Mitchell
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143,565,415
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982,306
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158,899
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12,037,446
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Laurence C. Morse
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139,041,592
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5,496,257
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168,771
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12,037,446
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Richard O'Toole
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137,834,295
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6,695,147
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177,178
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12,037,446
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Mark Pettie
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140,781,611
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3,738,732
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186,277
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12,037,446
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Lauren C. States
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144,045,293
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505,126
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156,201
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12,037,446
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William E. Whiston
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143,549,478
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984,673
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172,469
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12,037,446
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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:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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141,591,347
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2,616,117
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499,156
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12,037,446
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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:
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FOR
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AGAINST
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ABSTAIN
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153,309,300
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2,973,277
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461,489
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