WASH 2015 DEFA14A


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
 
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only, (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
ý
Definitive Additional Materials
o
Soliciting Material under Rule 14a-12

WASHINGTON TRUST BANCORP, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ý
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
1)
Title of each class of securities to which transaction applies:
 
2)
Aggregate number of securities to which transaction applies:
 
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 
4)
Proposed maximum aggregate value of transaction:
 
5)
Total fee paid:

o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
1)
Amount Previously Paid:
 
2)
Form, Schedule or Registration Statement No.:
 
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Date Filed:






Important Notice of Availability of Proxy Materials for the Shareholder Meeting of
WASHINGTON TRUST BANCORP, INC.
To Be Held On:
Tuesday, April 28, 2015 at 11:00 a.m. (local time)
the Westerly Library, 44 Broad Street, Westerly, Rhode Island
 
 
 
COMPANY NUMBER
 
 
 
 
ACCOUNT NUMBER
 
 
 
 
CONTROL NUMBER
 
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before April 7, 2015.
Please visit www.washtrust.com/proxy, where the following materials are available for view:
•
Notice of Annual Meeting of Stockholders
•
Proxy Statement
•
Form of Electronic Proxy Card
•
Annual Report on Form 10-K
TO REQUEST MATERIAL:
TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers)
E-MAIL: info@amstock.com
WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp
TO VOTE: [Scan Omitted]
ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 p.m. (local time) on Monday, April 27,2015.
IN PERSON: You may vote your shares in person by attending the Annual Meeting. Directions to the 2015 Annual Meeting of Shareholders of Washington Trust Bancorp, Inc. are available in the Investor Relations section of our website at www.washtrust.com/proxy.
TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call.
MAIL: You may request a card by following the instructions above.
1.
The election of four directors, nominated by the Board of Directors, for three-year terms, each to serve until their successors are duly elected and qualified;
2.
The ratification of the selection of KPMG LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2015.
 
 
 
 
 
 
3.
A non-binding resolution to approve the compensation of the Corporation's named executive officers.
 
NOMINEES:
 
 
 
Steven J. Crandall
Joseph J. MarcAurele
Victor J. Orsinger, II, Esq.
Edwin J. Santos
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3.
 
 
 
 
 
 
 
 
 
 
 
 
PLEASE NOTE THAT YOU CANNOT VOTE BY RETURNING THIS NOTICE.
 
 




 
*** Exercise Your Right to Vote ***
 
 
 
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 28, 2015
 
B
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WASHINGTON TRUST BANCORP, INC.
                      Meeting Information
Meeting Type: Annual Meeting
For holders as of: February 27, 2015
Date: April 28, 2015        Time: 11:00 AM EST
Location: Westerly Library
                  44 Broad Street
                  Westerly, Rhode Island 02891

 
 
 
 
 
 
 
BROKER
LOGO
HERE
 
 
 
 
 
 
 
 
Return Address Line 1
Return Address Line 2
Return Address Line 3
51 MERCEDES WAY
EDGEWOOD NY 11717
 
 
 
You are receiving this communication because you hold shares in the above named company.
 
 
Investor Address Line 1
Investor Address Line 2
Investor Address Line 3
Investor Address Line 4
Investor Address Line 5
John Sample
1234 ANYWHERE STREET
ANT CITY, ON A1A 1A1

1
5
1
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1

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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
 
 
[GRAPHIC OMITTED]
 
We encourage you to access and review all of the important information contained in the proxy materials before voting.

 
 
 
 
[GRAPHIC OMITTED]
 
See the reverse side of this notice to obtain proxy materials and voting instructions.
 
 
 
 
 
 
 
 
 
 
 
Broadridge Internal Use Only

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— Before You Vote —
 
How to Access the Proxy Materials
 
Proxy Materials Available to VIEW or RECEIVE:
1.  Proxy/Annual Report/Form 10-K
 
How to View Online:
 
Have the information that is printed in the box marked by the arrow è
xxxx xxxx xxxx xxxx
  (located on the
 
following page) and visit: www.proxyvote.com.
 
How to Request and Receive a PAPER or E-MAIL Copy:
 
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for
 
requesting a copy. Please choose one of the following methods to make your request:
 
 
1) BY INTERNET:         www.proxyvote.com
 
 
2) BY TELEPHONE:    1-800-579-1639
 
 
3) BY E-MAIL*:            sendmaterial@proxyvote.com
 
*If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked
 
by the arrow è
xxxx xxxx xxxx xxxx
  (located on the following page) in the subject line.
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment
 
advisor. Please make the request as instructed above on or before April 14, 2015 to facilitate timely delivery.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
— How To Vote —
 
Please Choose One of the Following Voting Methods
 
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

 
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed
Internal Use Only
in the box marked by the arrow è
xxxx xxxx xxxx xxxx
  available and follow the instructions.  
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





Voting Items
 
 
 
[Graphic Omitted]
The Board of Directors recommends that you
 
 
 
vote FOR the following:
 
 
 
1.
 
 
Election of Directors
 
 
 
 
 
 
Nominees
 
 
 
 
 
 
B
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C
O
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01    Steven J. Crandall        02    Joseph J. MarcAurele
03    Victor J. Orsinger, II    04    Edwin J. Santos
 
 
 
 
 
 
 
 
 
 
 
 
The Board of Directors recommends you vote FOR the following proposal(s):
 
 
2.
 
 
The ratification of the selection of KPMG LLP as the the Corporation's independent registered public accounting firm for the year ending December 31, 2015.
 
 
 
 
 
 
 
 
 
 
 
 
3.
 
 
A non-binding advisory resolution to approve the compensation of the Corporation's named executive officers.
 
 
 
 
 
 
 
 
 
 
 
 
NOTE:
The undersigned hereby acknowledges receipt of the accompanying notice of Annual Meeting of Shareholders, the Proxy Statement with respect thereto, and the Corporation's 2014 Annual Report and hereby revokes any proxy or proxies heretofore given. This proxy may be revoked at any time before it is exercised.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[Graphic Omitted]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Broadridge Internal Use Only
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Reserved for Broadridge Internal Control Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Voting Instructions
 
 
 
 
 
 
 
 
 
 
THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO
BANKS AND BROKERS
AS REQUIRED BY THE NEW YORK STOCK EXCHANGE

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Broadridge Internal Use Only
THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE

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