Annual Meeting 2014 04 22


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 22, 2014

WASHINGTON TRUST BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)


Rhode Island
 
001-32991
 
05-0404671
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(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:

£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£
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 22, 2014. On the record date of February 25, 2014, there were 16,625,961 shares issued, outstanding and eligible to vote, of which 14,619,561 shares, or 87.9%, were represented at the Annual Meeting either in person or by proxy.

The results of matters voted upon are presented below:

1.
Four directors, nominated by the Board of Directors, were elected to hold office as directors of the Corporation, each to serve until the 2017 Annual Meeting and until their successors are duly elected and qualified:
 
Term
Votes For
Votes Withheld
Broker Non-votes
John J. Bowen
3 years
11,805,403

212,737

2,601,421
Robert A. DiMuccio, CPA
3 years
11,810,856

207,929

2,600,776
H. Douglas Randall, III
3 years
11,766,784

252,002

2,600,776
John F. Treanor
3 years
11,536,224

482,562

2,600,776

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, 2014.
Votes For
Votes Against
Abstentions
Broker Non-votes
14,455,407
117,727
46,427
—

3.
A non-binding resolution to approve the compensation of the Corporation’s named executive officers.
Votes For
Votes Against
Abstentions
Broker Non-votes
11,630,185
152,733
235,867
2,600,777








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 24, 2014
 
By:
/s/ David V. Devault
 
 
 
David V. Devault
 
 
 
Vice Chair, Secretary and Chief Financial Officer