WASHINGTON TRUST BANCORP INC 8-K

What Happened Washington Trust Bancorp, Inc. (WASH) filed an 8-K on May 1, 2026 reporting the results of its remote 2026 Annual Meeting held April 28, 2026. On the record date of March 3, 2026 there were 19,039,948 shares outstanding and 16,321,159 shares (85.7%) were represented at the meeting. Shareholders elected four directors for three-year terms, ratified Crowe LLP as independent auditor for fiscal 2026, approved an amendment to the 2022 Long Term Incentive Plan (LTIP), and voted on a non-binding advisory approval of executive compensation.

Key Details

• Shares outstanding (record date): 19,039,948; shares represented at meeting: 16,321,159 (85.7%).
• Director elections (votes for / withheld / broker non-votes):
  • Robert A. DiMuccio, CPA: 11,781,491 / 996,643 / 3,543,025
  • Sandra Glaser Parrillo: 12,498,562 / 279,572 / 3,543,025
  • Debra M. Paul: 12,516,988 / 261,146 / 3,543,025
  • Jeffrey M. Wilhelm: 12,642,254 / 135,880 / 3,543,025
• Auditor ratification: Crowe LLP ratified — 16,242,854 For, 46,018 Against, 32,287 Abstentions.
• LTIP amendment and advisory pay vote:
  • LTIP amendment: 12,244,048 For, 417,457 Against, 116,629 Abstentions (3,543,025 broker non-votes).
  • Say-on-pay (advisory): 12,126,399 For, 557,449 Against, 94,286 Abstentions (3,543,025 broker non-votes).

Why It Matters These results confirm continued board composition and governance items that affect company oversight and executive incentives. Ratification of Crowe LLP keeps the company’s independent audit arrangements in place for 2026. Shareholder approval of the LTIP amendment (and the advisory support for executive compensation) enables the company to implement or adjust equity and long-term incentive programs for executives and employees as approved. Notably, a significant number of broker non-votes (about 3.54 million) occurred on non-routine items, which reflects shares held by brokers that did not vote on those proposals and can affect vote totals on contested or non-routine matters.