Date of Report (Date of earliest event reported): January 26, 2021
WASHINGTON TRUST BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
Rhode Island
001-32991
05-0404671
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
23 Broad Street
Westerly,
Rhode Island
02891
(Address of principal executive offices)
(Zip Code)
(401)
348-1200
(Registrant's telephone number, including area code)
N/A
(Former name or address, if changed from last report)
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Emerging growth company
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 26, 2021, the Board of Directors of Washington Trust Bancorp, Inc. (the “Corporation”) accepted the resignation of Katherine W. Hoxsie, to be effective as of the later of April 26, 2021 or the day immediately preceding the date of the 2021 Annual Meeting of Shareholders of the Corporation (the “2021 Annual Meeting”). The Corporation’s corporate governance guidelines, consistent with the By-laws, require any director who attains age 72 to resign from the Board of Directors as of the Annual Meeting of Shareholders following such director’s 72nd birthday. Ms. Hoxsie has attained age 72.
Ms. Hoxsie is a member of the class of directors with a term expiring at the 2022 Annual Meeting of Shareholders (the “2022 Class”). The Board determined, effective on the date of Ms. Hoxsie’s resignation, to move Steven J. Crandall, a member of the class of directors with a term expiring at the 2021 Annual Meeting (the “2021 Class”) from the 2021 Class to the 2022 Class. Accordingly, effective as of the later of April 26, 2021 or the day immediately preceding the date of the 2021 Annual Meeting of the Corporation, Mr. Crandall will resign as a director and the Board will appoint Mr. Crandall to the Board as a 2022 Class director. Mr. Crandall will continue to serve on the Audit Committee. The resignation and reappointment of Mr. Crandall is being effected solely to rebalance the Board classes in light of anticipated director retirements and in accordance with the Corporation’s Amended and Restated Articles of Incorporation, as amended, and for all other purposes, including vesting and other compensation matters, Mr. Crandall’s service on the Board will be deemed to have continued uninterrupted.
Item 8.01 Other Events.
On January 28, 2021, the Corporation issued a press release announcing that the 2021 Annual Meeting of Shareholders will be held on Tuesday, April 27, 2021.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herewith
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:
January 28, 2021
By:
/s/ Ronald S. Ohsberg
Ronald S. Ohsberg
Senior Executive Vice President, Chief Financial Officer and Treasurer
