Washington Trust Bancorp (WASH) shareholders approve 2026 director slate, pay and plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Washington Trust Bancorp, Inc. reported shareholder voting results from its 2026 Annual Meeting held by remote communication. On the March 3, 2026 record date, 19,039,948 shares were outstanding and eligible to vote, and 16,321,159 shares, or 85.7%, were represented in person or by proxy.
Shareholders elected four directors—Robert A. DiMuccio, Sandra Glaser Parrillo, Debra M. Paul, and Jeffrey M. Wilhelm—to three-year terms, with each nominee receiving over 11.7 million votes "for" and substantial broker non-votes recorded. Crowe LLP was ratified as independent registered public accounting firm with 16,242,854 votes for.
Investors also approved an amendment to the 2022 Long Term Incentive Plan, with 12,244,048 votes for, and supported, on a non-binding advisory basis, the compensation of named executive officers, which received 12,126,399 votes for. Abstentions and broker non-votes were recorded on the incentive plan and compensation items.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares outstanding: 19,039,948 shares
Shares represented: 16,321,159 shares
Meeting participation: 85.7%
+4 more
7 metrics
Shares outstanding
19,039,948 shares
Outstanding and eligible to vote as of March 3, 2026
Shares represented
16,321,159 shares
Represented in person or by proxy at 2026 Annual Meeting
Meeting participation
85.7%
Percentage of outstanding shares represented at 2026 Annual Meeting
Votes for auditor ratification
16,242,854 votes
For Crowe LLP as auditor for year ending December 31, 2026
Votes for LTIP amendment
12,244,048 votes
For amendment to 2022 Long Term Incentive Plan
Votes for say-on-pay
12,126,399 votes
For non-binding advisory approval of named executive officer compensation
Director votes for Wilhelm
12,642,254 votes
Votes for director nominee Jeffrey M. Wilhelm, 3-year term
Key Terms
broker non-votes, independent registered public accounting firm, Long Term Incentive Plan, non-binding advisory basis, +1 more
5 terms
broker non-votes financial
"the number of abstentions and broker non-votes, as to each matter"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"to serve as the Corporation’s independent registered public accounting firm for the fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Long Term Incentive Plan financial
"The approval of an amendment to the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
non-binding advisory basis financial
"Approval, on a non-binding advisory basis, of the compensation of the Corporation’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
record date financial
"On the record date of March 3, 2026, there were 19,039,948 shares outstanding"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
FAQ
Were Washington Trust Bancorp (WASH) director nominees elected in 2026?
Yes. All four nominees—Robert A. DiMuccio, Sandra Glaser Parrillo, Debra M. Paul, and Jeffrey M. Wilhelm—were elected to three-year terms, each receiving more than 11.7 million votes in favor, with additional broker non-votes recorded on the director election proposals.
What were the vote results on Washington Trust Bancorp’s (WASH) 2022 Long Term Incentive Plan amendment?
The amendment to the 2022 Long Term Incentive Plan received 12,244,048 votes for, 417,457 votes against, 116,629 abstentions, and 3,543,025 broker non-votes, reflecting shareholder approval while noting a modest level of opposition and abstentions on this compensation-related proposal.