WEBSTER FINANCIAL CORP 8-K

What Happened
Webster Financial Corporation (WBS) filed an 8-K on May 27, 2026 reporting that its stockholders approved the Transaction Agreement to be acquired by Banco Santander, S.A. The Transaction Agreement (dated February 3, 2026) contemplates a cash-and-stock acquisition of Webster by Banco Santander. The special meeting was held May 26, 2026; 117,259,956 shares were present or represented by proxy (72.3% of the 162,048,996 shares outstanding and entitled to vote as of the April 13, 2026 record date).

Key Details

• Transaction Agreement parties: Webster Financial, Banco Santander and a Webster wholly owned Virginia subsidiary; agreement dated February 3, 2026.
• Vote on Transaction Proposal (approval/adoption of the Transaction Agreement): For 115,788,667; Against 1,279,203; Abstain 192,086. Proposal approved.
• Advisory Compensation Proposal (non‑binding approval of executive transaction-related payments): For 68,045,455; Against 48,130,845; Abstain 1,083,656. Advisory measure passed.
• Adjournment Proposal (to adjourn if additional votes or disclosures needed): For 114,010,089; Against 2,963,510; Abstain 286,357. Because the Transaction Proposal had sufficient support, the meeting was not adjourned.
• The proxy statement/prospectus was filed with the SEC on April 23, 2026.

Why It Matters
Shareholder approval of the Transaction Agreement is a major procedural milestone toward completing the merger with Banco Santander. The affirmative vote on the transaction itself (and the advisory approval of executive compensation) clears a key regulatory/stockholder step; remaining steps typically include any required regulatory approvals and customary closing conditions in the Transaction Agreement. Retail investors should note the vote tallies, the advisory (non‑binding) nature of the compensation vote, and the dates and parties involved as the deal proceeds toward closing.