Webster (WBS) investors approve Banco Santander cash-and-stock acquisition deal

Rhea-AI Filing Summary

Webster Financial Corporation stockholders approved the Transaction Agreement for the company’s acquisition by Banco Santander, S.A. at a special meeting held on May 26, 2026. This means stockholders consented to a cash and stock transaction under the February 3, 2026 agreement.

Out of 162,048,996 shares entitled to vote as of April 13, 2026, 117,259,956 shares were present or represented by proxy, representing 72.3% of eligible shares and establishing a quorum. The Transaction Proposal passed with 115,788,667 votes for, 1,279,203 against and 192,086 abstentions.

Stockholders also approved, on an advisory non-binding basis, compensation arrangements related to the transaction, with 68,045,455 votes for, 48,130,845 against and 1,083,656 abstentions. A proposal to permit adjournment of the meeting if needed also passed, but no adjournment was required because the transaction received sufficient support.

Insights

M&A and bank regulation analyst

Shareholders approved the Banco Santander acquisition, clearing a key deal hurdle.

Stockholder approval of the Transaction Agreement is a major procedural step toward Webster Financial Corporation’s acquisition by Banco Santander, S.A.. The special meeting was validly constituted, with 72.3% of the 162,048,996 eligible shares present or represented by proxy.

Support for the core Transaction Proposal was very strong: 115,788,667 votes for versus 1,279,203 against, with 192,086 abstentions. An advisory vote on potential transaction-related compensation for named executive officers passed by a narrower margin, reflecting some shareholder scrutiny of payouts but not blocking the deal.

The adjournment proposal also passed comfortably, though it was ultimately unnecessary because the Transaction Proposal received sufficient votes. Future regulatory and closing steps are not described here, so the eventual completion of the acquisition will depend on conditions set out in the February 3, 2026 Transaction Agreement and applicable approvals.

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 entitled to vote: 162,048,996 shares Shares represented at meeting: 117,259,956 shares Transaction Proposal votes for: 115,788,667 votes +4 more

7 metrics

Shares entitled to vote 162,048,996 shares Common stock outstanding and entitled to vote as of April 13, 2026

Shares represented at meeting 117,259,956 shares Present or represented by proxy at the special meeting (72.3% quorum)

Transaction Proposal votes for 115,788,667 votes Votes in favor of approving the Transaction Agreement

Transaction Proposal votes against 1,279,203 votes Votes opposed to the Transaction Agreement

Compensation Proposal votes for 68,045,455 votes Advisory approval of transaction-related compensation

Compensation Proposal votes against 48,130,845 votes Advisory vote opposing transaction-related compensation

Adjournment Proposal votes for 114,010,089 votes Approval to permit adjournment or postponement if needed

Key Terms

Transaction Agreement, special meeting, advisory (non-binding) basis, quorum, +1 more

5 terms

Transaction Agreement financial

"pursuant to that certain Transaction Agreement, dated as of February 3, 2026, by and among the Company, Banco Santander"

special meeting financial

"the Company held a special meeting of its stockholders (the “Special Meeting”) in connection with the proposed acquisition"

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

advisory (non-binding) basis financial

"to approve, on an advisory (non-binding) basis, the compensation payments that will or may be paid"

quorum financial

"representing 72.3% of all shares entitled to vote at the Special Meeting and which constituted a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Inspector of Election financial

"the number of abstentions, tabulated by the Company’s independent Inspector of Election with respect to each matter"

Understanding 8-K Material Events →

WEBSTER FINANCIAL CORP false 0000801337 0000801337 2026-05-26 2026-05-26 0000801337 us-gaap:CommonStockMember 2026-05-26 2026-05-26 0000801337 us-gaap:SeriesFPreferredStockMember 2026-05-26 2026-05-26 0000801337 us-gaap:SeriesGPreferredStockMember 2026-05-26 2026-05-26

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): May 26, 2026

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.)

200 Elm Street, Stamford, Connecticut 06902

(Address and zip code of principal executive offices)

203-578-2202

(Registrant’s telephone number, including area code)

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 Symbols		Name of each exchange on which registered
Common Stock, par value $0.01 per share		WBS		New York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock		WBS-PrF		New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock		WBS-PrG		New York Stock Exchange

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 May 26, 2026, Webster Financial Corporation (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) in connection with the proposed acquisition of the Company by Banco Santander, S.A. (“Banco Santander”) in a cash and stock transaction (the “Transaction”), pursuant to that certain Transaction Agreement, dated as of February 3, 2026, by and among the Company, Banco Santander and a wholly owned subsidiary of the Company incorporated in the State of Virginia (the “Transaction Agreement”). There were 162,048,996 shares of common stock of the Company outstanding and entitled to vote as of the close of business on April 13, 2026, the record date for the Special Meeting. A total of 117,259,956 shares were present or represented by proxy at the meeting, representing 72.3% of all shares entitled to vote at the Special Meeting and which constituted a quorum. At the Special Meeting, the Company’s stockholders voted on three proposals, each of which is described in the proxy statement of the Company, which also constitutes a prospectus of Banco Santander, filed with the U.S. Securities and Exchange Commission on April 23, 2026. The following is a brief description of each matter voted upon at the Special Meeting and the results of such voting, including the number of votes cast for or against each matter and the number of abstentions, tabulated by the Company’s independent Inspector of Election with respect to each matter. All matters voted upon at the Special Meeting were approved by the Company’s stockholders by the requisite vote.

Proposal 1 — Proposal to approve and adopt the Transaction Agreement and the transactions contemplated thereby (the “Transaction Proposal”)

The Company’s stockholders approved the Transaction Proposal as set forth below:

FOR		AGAINST		ABSTAIN
115,788,667		1,279,203		192,086

Proposal 2 — Proposal to approve, on an advisory (non-binding) basis, the compensation payments that will or may be paid to the Company’s named executive officers in connection with the Transaction (the “Compensation Proposal”)

The Company’s stockholders approved, on an advisory (non-binding) basis, the Compensation Proposal as set forth below:

FOR		AGAINST		ABSTAIN
68,045,455		48,130,845		1,083,656

Proposal 3 — Proposal to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Transaction Proposal or to ensure that any supplement or amendment to the accompanying document is timely provided (the “Adjournment Proposal”)

FOR		AGAINST		ABSTAIN
114,010,089		2,963,510		286,357

Because there were sufficient votes to adopt the Transaction Proposal, no adjournment of the Special Meeting was determined to be necessary or appropriate, and accordingly, the Special Meeting was not adjourned and proceeded to conclusion.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
Date: May 27, 2026						/s/ Kristy Berner
						Kristy Berner
						Executive Vice President and General Counsel

FAQ

What did Webster Financial Corporation (WBS) stockholders approve at the special meeting?

Stockholders approved the Transaction Agreement for Webster’s acquisition by Banco Santander, S.A. in a cash and stock deal. They also approved an advisory vote on executive compensation related to the transaction and a proposal allowing meeting adjournment if additional proxies were ever needed.

How many Webster (WBS) shares were eligible and represented at the special meeting?

There were 162,048,996 Webster common shares outstanding and entitled to vote as of April 13, 2026. At the special meeting, 117,259,956 shares were present or represented by proxy, representing 72.3% of all shares entitled to vote and establishing a valid quorum.

What were the voting results for Webster’s Transaction Proposal with Banco Santander?

The Transaction Proposal received 115,788,667 votes for, 1,279,203 votes against and 192,086 abstentions. These results show strong stockholder support for proceeding with the cash and stock acquisition of Webster Financial Corporation by Banco Santander, S.A. under the February 3, 2026 Transaction Agreement.

How did Webster (WBS) shareholders vote on transaction-related executive compensation?

On an advisory, non-binding basis, shareholders approved the compensation that will or may be paid to named executive officers in connection with the transaction. The vote totals were 68,045,455 for, 48,130,845 against and 1,083,656 abstentions, indicating meaningful but not blocking opposition.

Was an adjournment of Webster’s special meeting needed to pass the Banco Santander deal?

Stockholders approved a proposal permitting adjournment or postponement if more proxies were needed. The vote was 114,010,089 for, 2,963,510 against and 286,357 abstaining. Because the Transaction Proposal already had sufficient support, no adjournment was required and the meeting proceeded to conclusion.

What is the significance of the quorum reported for Webster’s special meeting?

A quorum confirms enough shares were represented to conduct valid business. At Webster’s special meeting, 117,259,956 shares were present or represented by proxy, equal to 72.3% of the 162,048,996 shares entitled to vote, allowing binding votes on the transaction-related proposals.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB