Filed by the Registrant ý | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only, (as permitted by Rule 14a-6(e)(2)) |
o | Definitive Proxy Statement |
ý | Definitive Additional Materials |
o | Soliciting Material under Rule 14a-12 |
Payment of Filing Fee (Check the appropriate box): | ||
ý | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
1) | Title of each class of securities to which transaction applies: | |
2) | Aggregate number of securities to which transaction applies: | |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
4) | Proposed maximum aggregate value of transaction: | |
5) | Total fee paid: | |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
1) | Amount Previously Paid: | |
2) | Form, Schedule or Registration Statement No.: | |
3) | Filing Party: | |
4) | Date Filed: | |
COMPANY NUMBER | ||||
ACCOUNT NUMBER | ||||
CONTROL NUMBER | ||||
• | Notice of Annual Meeting of Stockholders |
• | Proxy Statement |
• | Form of Electronic Proxy Card |
• | Annual Report on Form 10-K |
TO REQUEST MATERIAL: | TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) |
TO VOTE: [Scan Omitted] | ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 p.m. (local time) on Monday, May 9, 2016. |
1. | The election of four directors, nominated by the Board of Directors, each to serve for three-year terms, and until their successors are duly elected and qualified; | 2. | The amendment to Article FOURTH of the Corporation's Restated Articles of Incorporation, as amended, to increase the number of shares of common stock authorized for issuance from 30,000,000 to 60,000,000. |
NOMINEES: | |||
Edward O. Handy, III Barry G. Hittner, Esq. Katherine W. Hoxsie, CPA Kathleen E. McKeough | 3. | The ratification of the selection of KPMG LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2016. | |
4. | A non-binding advisory resolution to approve the compensation of the Corporation's named executive officers. | ||
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2, 3 and 4. | |||
PLEASE NOTE THAT YOU CANNOT VOTE BY RETURNING THIS NOTICE. | |||
*** Exercise Your Right to Vote *** | |||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 10, 2016 | B A R C O D E | ||||||||||
WASHINGTON TRUST BANCORP, INC. | Meeting Information Meeting Type: Annual Meeting For holders as of: March 14, 2016 Date: May 10, 2016 Time: 11:00 AM EST Location: Westerly Public Library 44 Broad Street Westerly, Rhode Island 02891 | ||||||||||
BROKER LOGO HERE | |||||||||||
Return Address Line 1 Return Address Line 2 Return Address Line 3 51 MERCEDES WAY EDGEWOOD NY 11717 | |||||||||||
You are receiving this communication because you hold shares in the above named company. | |||||||||||
Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 | 1 5 | 1 2 | 1 O F 2 | This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). | |||||||
[GRAPHIC OMITTED] | We encourage you to access and review all of the important information contained in the proxy materials before voting. | ||||||||||
[GRAPHIC OMITTED] | See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||||||||
Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence # | |||||||||||
— Before You Vote — | |||||||||
How to Access the Proxy Materials | |||||||||
Proxy Materials Available to VIEW or RECEIVE: 1. Notice & Proxy Statement 2. Annual Report 3. Form 10-K | |||||||||
How to View Online: | |||||||||
Have the information that is printed in the box marked by the arrow | è | xxxx xxxx xxxx xxxx | (located on the | ||||||
following page) and visit: www.proxyvote.com. | |||||||||
How to Request and Receive a PAPER or E-MAIL Copy: | |||||||||
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for | |||||||||
requesting a copy. Please choose one of the following methods to make your request: | |||||||||
1) BY INTERNET: www.proxyvote.com | |||||||||
2) BY TELEPHONE: 1-800-579-1639 | |||||||||
3) BY E-MAIL*: sendmaterial@proxyvote.com | |||||||||
*If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked | |||||||||
by the arrow | è | xxxx xxxx xxxx xxxx | (located on the following page) in the subject line. | ||||||
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment | |||||||||
advisor. Please make the request as instructed above on or before April 26, 2016 to facilitate timely delivery. | |||||||||
— How To Vote — | |||||||||
Please Choose One of the Following Voting Methods | |||||||||
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. | |||||||||
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box | Internal Use Only | ||||||||
marked by the arrow | è | xxxx xxxx xxxx xxxx | available and follow the instructions. | ||||||
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. | |||||||||
Voting Items | [Graphic Omitted] | |||||||||
The Board of Directors recommends that you | ||||||||||
vote FOR the following: | ||||||||||
1. | Election of Directors | |||||||||
Nominees | B A R C O D E | |||||||||
01 Edward O Handy, III 02 Barry G Hittner, Esq. 03 Katherine W Hoxsie, CPA 04 Kathleen E McKeough | ||||||||||
The Board of Directors recommends you vote FOR the following proposal(s): | ||||||||||
2. | The amendment to Article FOURTH of the Corporation's Restated Articles of Incorporation, as amended, to increase the number of shares of common stock authorized for issuance from 30,000,000 to 60,000,000. | |||||||||
3. | The ratification of the selection of KPMG LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2016. | |||||||||
4. | A non-binding advisory resolution to approve the compensation of the Corporation's named executive officers. | |||||||||
NOTE: | The undersigned hereby acknowledges receipt of the accompanying notice of Annual Meeting of Shareholders, the Proxy Statement with respect thereto, and the Corporation's 2015 Annual Report and hereby revokes any proxy or proxies heretofore given. This proxy may be revoked at any time before it is exercised. | |||||||||
[Graphic Omitted] | ||||||||||
è | 0000 0000 0000 0000 | |||||||||
Broadridge Internal Use Only xxxxxxxxxx xxxxxxxxxx Cusip Job # Envelope # Sequence # # of # Sequence # | ||||||||||
Reserved for Broadridge Internal Control Information | |||||
Voting Instructions | |||||
THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE | |||||
Broadridge Internal Use Only | |||||
THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE | Job # Envelope # Sequence # # of # Sequence # | ||||