200 Elm Street Stamford, Connecticut 06902 |
Notice of 2024 Annual Meeting of Stockholders | When April 24, 2024 3:00 p.m. Eastern Time | Where Virtual meeting; please visit www.virtualshareholdermeeting.com/WBS2024 | Record Date Close of business on March 5, 2024 |
To the ShareholdersStockholders of
Webster Financial Corporation:
You are cordially invited to attend the annual meeting of shareholders (the “Annual Meeting”) of Webster Financial Corporation (“Webster”(the “Company”, “we”, “us,” “our”, or “Webster”) willAnnual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on Thursday,Wednesday, April 28, 202224, 2024 at 4:3:00 p.m., Eastern Time, inTime. We believe that a virtual-only format via the Internet,virtual meeting allows us to facilitate participation for the following purposes:
The Board of Directors hasof the Company fixed the close of business on March 3, 20225, 2024 as the record date for the determination of shareholdersstockholders entitled to notice of and to vote at the Annual Meeting. Only shareholdersstockholders of record at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.
You will be able to participate in the continued uncertaintyvirtual Annual Meeting, vote your shares electronically, and ongoing concerns relatingsubmit questions by visiting www.virtualshareholdermeeting.com/WBS2024.
At the Annual Meeting, you will be asked to vote on the COVID-19 pandemic, for the safety of our directors, colleagues and shareholders, we have determined thatfollowing matters:
Proposal | Description | |||
Proposal 1. | Election of Directors - To elect eleven directors to serve for one-year terms | |||
Proposal 2. | Say-on-Pay - To approve, on a non-binding, advisory basis, the compensation of the named executive officers (“NEOs”) of Webster | |||
Proposal 3. | Auditor Ratification - To vote, on a non-binding basis, to ratify the appointment of KPMG LLP as the independent registered public accounting firm of Webster for the year ending December 31, 2024 | |||
Proposal 4. | Other Business - To transact any other business that properly comes before the Annual Meeting, or any adjournments thereof |
The Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to attend the virtual meeting,Annual Meeting, please see “Information About“Attending the Annual Meeting” on page 2. Shareholders1. Stockholders will be able to attend, vote and submit questions from any location via the Internet. ShareholdersStockholders who attend the Annual Meeting by following the instructions in this Proxy Statement will be considered to be attending the meeting “in person.”
VOTING OPTIONS | ||||||
IT IS IMPORTANT THAT YOU VOTE PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR COMMON SHARES VIA: | ||||||
Online | Phone | |||||
along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and | ||||||
our 2023 Annual Report, are available free of charge on the Investor Relations section of our website at https://investors.websterbank.com. |
Whether or not you expect to attend the Annual Meeting, we encourage you to Be Held on April 28, 2022: Thisread the accompanying Proxy Statement, along with our Annual Reportwhich provides information regarding Webster and the matters to be voted on Form 10-K for the fiscal year ended December 31, 2021 and our 2021 Annual Report, are available free of charge on the Investor Relations section of our website (www.wbst.com).