UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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 18,
2005
WASHINGTON
TRUST BANCORP, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Rhode
Island |
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0-13091 |
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05-0404671 |
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(State
or Other Jurisdiction |
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(Commission |
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(IRS
Employer |
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of
Incorporation) |
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File
Number) |
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Identification
No.) |
23 Broad
Street, Westerly, Rhode Island 02891
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(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (401) 348-1200
Former
name or address, if changed from last report: N/A
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:
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¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
1.01 Entry
into a Material Definitive Agreement.
On April
18, 2005, the Compensation and Human Resources Committee of the Board of
Directors voted to award 500 restricted stock units to each Non-Employee
Director who is serving on and will continue to serve after the date of the 2005
Annual Meeting of the Corporation. These units include dividend equivalent
rights.
The
restricted stock units will be issued on April 26, 2005, and will become fully
vested on April 26, 2008. The restricted stock units will be settled in
common stock of the Corporation.
The award
is made in lieu of the Nonqualified Stock Options for 2,000 shares of common
stock, which would have otherwise been granted on this date under Section
5(b)(i)(A) of the 2003 Stock Incentive Plan.
SIGNATURES
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 thereunto
duly authorized.
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WASHINGTON
TRUST BANCORP, INC. |
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Date:
April 22, 2005 |
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By: |
/s/
John C.
Warren
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John
C. Warren |
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Chairman
and Chief Executive Officer |
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