8-K Item 5.07 4-25-2013



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________ 
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 25, 2013
_________________________ 
WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
_________________________

Delaware
 
001-31486
 
06-1187536
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
Webster Plaza, Waterbury, Connecticut 06702
(Address of principal executive offices)
Registrant’s telephone number, including area code: (203) 578-2202
Not Applicable
(Former name or former address, if changed since last report)
_________________________ 

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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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

On April 25, 2013, Webster Financial Corporation (the “Company” or “Webster”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The Company's shareholders approved each of the four proposals detailed in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 15, 2013.
The proposals voted on by the shareholders at the Annual Meeting were as follows:
1.    The Company's shareholders elected seven individuals to the Board of Directors to serve one-year terms, as set forth below:
NOMINEES
VOTES
FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER
NON-VOTES
Joel S. Becker
70,487,227
1,172,339
103,095
6,422,550
David A. Coulter
70,671,040
969,014
122,607
6,422,550
Robert A. Finkenzeller
70,471,356
1,181,399
109,906
6,422,550
Laurence C. Morse
71,213,383
429,896
119,382
6,422,550
Mark Pettie
71,233,165
427,304
102,192
6,422,550
Charles W. Shivery
71,171,785
474,147
116,729
6,422,550
James C. Smith
70,222,084
1,395,298
145,279
6,422,550

2.
The Company's shareholders approved, on a non-binding, advisory basis, the compensation of the named executive officers of Webster, as set forth below:
Votes For
Votes Against
Abstain
Broker Non-Votes
70,075,840
1,329,745
357,076
6,422,550

3.
The Company's shareholders approved the Qualified Performance-Based Compensation Plan for an additional five-year term, as set forth below:
Votes For
Votes Against
Abstain
Broker Non-Votes
69,823,423
1,631,485
307,753
6,422,550

4.
The Company's shareholders ratified the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of Webster for the fiscal year ending December 31, 2013, as set forth below:
Votes For
Votes Against
Abstain
77,913,643
151,708
119,860








SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
WEBSTER FINANCIAL CORPORATION
 
 
 
(Registrant)
 
 
 
Date: April 26, 2013
 
By:
/s/ Harriet Munrett Wolfe
 
 
Name:
Harriet Munrett Wolfe
 
 
Title:
Executive Vice President, General Counsel and Secretary