Washington Trust investors back 2026 meeting proposals

Washington Trust Bancorp, Inc. reported shareholder voting results from its 2026 Annual Meeting held by remote communication.

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(Moderate)

Filing Sentiment

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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.

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, or 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Washington Trust Bancorp (WASH) shareholders approve at the 2026 annual meeting?

Shareholders elected four directors for three-year terms, ratified Crowe LLP as auditor, approved an amendment to the 2022 Long Term Incentive Plan, and supported executive compensation on a non-binding advisory basis, indicating broad backing for the company’s governance and pay practices.

How many Washington Trust Bancorp (WASH) shares were represented at the 2026 annual meeting?

A total of 16,321,159 shares were represented in person or by proxy out of 19,039,948 shares outstanding on March 3, 2026, meaning 85.7% of eligible shares participated in the 2026 annual shareholder meeting.

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.

Did Washington Trust Bancorp (WASH) shareholders ratify Crowe LLP as auditor for 2026?

Yes. Shareholders ratified Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 16,242,854 votes for, 46,018 votes against, and 32,287 abstentions, and no broker non-votes reported on this proposal.

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.

How did Washington Trust Bancorp (WASH) shareholders vote on executive compensation in 2026?

On a non-binding advisory basis, shareholders approved compensation for named executive officers with 12,126,399 votes for, 557,449 votes against, 94,286 abstentions, and 3,543,025 broker non-votes, indicating support for the pay program alongside some dissenting and abstaining votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 04:28 PM


UNITED STATES
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 28, 2026


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)


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))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
COMMON STOCK, $.0625 PAR VALUE PER SHARE	WASH	Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.			☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 28, 2026, the Corporation held its 2026 Annual Meeting by remote communication. On the record date of March 3, 2026, there were 19,039,948 shares outstanding and eligible to vote, of which 16,321,159 shares, or 85.7%, were represented in person or by proxy at the 2026 Annual Meeting.

The following is a brief description of each matter voted on by the Corporation’s shareholders at the 2026 Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each matter.

Proposal 1

The election of four individuals to the Board of Directors, each to serve for a three-year term and until their successors are duly elected and qualified:


	Term	Votes For	Votes Withheld	Broker Non-votes
Robert A. DiMuccio, CPA	3 years	11,781,491	996,643	3,543,025
Sandra Glaser Parrillo	3 years	12,498,562	279,572	3,543,025
Debra M. Paul	3 years	12,516,988	261,146	3,543,025
Jeffrey M. Wilhelm	3 years	12,642,254	135,880	3,543,025

Proposal 2

The ratification of the selection of Crowe LLP to serve as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026:


Votes For	Votes Against	Abstentions	Broker Non-Votes
16,242,854	46,018	32,287	—

Proposal 3

The approval of an amendment to the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan:


Votes For	Votes Against	Abstentions	Broker Non-Votes
12,244,048	417,457	116,629	3,543,025

Proposal 4

Approval, on a non-binding advisory basis, of the compensation of the Corporation’s named executive officers:


Votes For	Votes Against	Abstentions	Broker Non-Votes
12,126,399	557,449	94,286	3,543,025

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Exhibit

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:

May 1, 2026

By:

/s/ Ronald S. Ohsberg

Ronald S. Ohsberg

Senior Executive Vice President, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents