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)
June 16,
2008
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.)
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) Pursuant
to the Washington Trust Bancorp, Inc. (the “Corporation”) 2003 Stock Incentive
Plan, as amended, on June 16, 2008, at a meeting of the Compensation Committee
of the Board of Directors (the “Compensation Committee”) of the Corporation, the
Compensation Committee granted performance share awards (each an “Award” and
together, the “Awards”) to John C. Warren, the Chief Executive Officer of the
Corporation, and John F. Treanor, the Chief Operating Officer of the
Corporation. These Awards provide Mr. Warren and Mr. Treanor with the
opportunity to earn shares of common stock, $0.0625 par value, of the
Corporation (the “Common Stock”), the number of which will be determined
pursuant to, and subject to the attainment of, performance goals during a
specified measurement period. The performance goals are based on the
Corporation’s core return on equity (“ROE”) and core earnings per share growth
(“EPS Growth), with each metric having equal weighting (together, the
“Performance Goals”).
The
Awards were granted for the purpose of more closely aligning the interests of
the grantee with the interests of the Corporation’s shareholders and providing
an increased incentive for the grantee to work for the Corporation’s long-term
success.
The
number of shares to be earned by Mr. Warren and Mr. Treanor ranges from zero to
a maximum number, set forth in the table below, depending on the extent to which
the Performance Goals are met:
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Name
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Position
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Target
Number
of
Shares of
Common Stock
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Maximum
Number
of
Shares of
Common Stock
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John
C. Warren
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Chief
Executive Officer
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6,007
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12,014
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John
F. Treanor
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Chief
Operating Officer
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6,086
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12,172
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Mr.
Warren’s award will vest on April 30, 2010, Mr. Warren’s anticipated retirement
date, and Mr. Treanor’s award will vest on June 16, 2011. Mr.
Warren’s Award was pro-rated to reflect the shortened vesting
period.
The
Performance Goals will be assessed against an industry index of New England and
Mid Atlantic banks and thrifts with assets of $1 billion to $5 billion (the
“Peer Group”) during the measurement period. At the end of the
measurement period, the Compensation Committee will determine the Corporation’s
percentile ranking for ROE and EPS Growth based on the Peer Group’s ROE and EPS
Growth during the measurement period. The Corporation must achieve
threshold performance at the 25th
percentile during the measurement period in order for the grantee to qualify for
any award. Shares will become vested at the target award level for
performance at the 50th
percentile, with a straight line interpolation for performance from the 25th
percentile to the 100th
percentile as outlined below.
The
Awards are subject to acceleration in the event of death of the grantee or a
change in control of the Corporation and will accelerate on a pro-rated basis in
the event of retirement or disability resulting in separation from employment
prior to the applicable vesting date. In the event of death, change
of control, retirement or disability, the measurement period will be
shortened. In the event that there is not at least one completed
calendar quarter in the shortened measurement period, the Award will be
forfeited. Except as outlined above, the Awards are subject to
forfeiture in the event of the grantee’s termination of employment prior to the
vesting date.
Dividend
equivalents will be paid retroactively once the Award vests and the number of
shares of Common Stock to be granted is determined by the Compensation
Committee.
In the
event the Corporation is required to prepare an accounting restatement due to
the material noncompliance with any financial reporting requirement under the
securities laws, each executive will be required to reimburse the Corporation
for any portion of the Award that would not have become vested based upon the
restated results.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, 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:
June 20, 2008
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By:
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/s/
David V. Devault
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David
V. Devault
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Executive
Vice President, Secretary, Treasurer and Chief Financial
Officer
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