8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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): September 9, 2020

WEBSTER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-31486	06-1187536
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

145 Bank Street, Waterbury, Connecticut 06702

(Address of Principal Executive Offices) (Zip Code)

203-578-2202

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered under Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of Exchange on which registered
Common Stock, $0.01 par value	WBS	New York Stock Exchange
Depositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock	WBS-F	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2020, James P. Bush notified Webster Financial Corporation (the “Company”) of his intent to resign as a member of the board of directors (the “Board”) of the Company and Webster Bank, N.A. effective immediately, in order to remedy a potential inadvertent regulatory conflict with respect to his simultaneous service on the board of directors of GBT JerseyCo Limited. Mr. Bush is not resigning from the Board due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Bush expressed his continued support of the Board, the management team and the Company.

SIGNATURE

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 hereunto duly authorized.

WEBSTER FINANCIAL CORPORATION
By:	/s/ Harriet Munrett Wolfe
Name:	Harriet Munrett Wolfe
Title:	Executive Vice President, General Counsel and Secretary

Dated: September 15, 2020

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Document and Entity Information	Sep. 09, 2020
Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0000801337
Document Type	8-K
Document Period End Date	Sep. 09, 2020
Entity Registrant Name	WEBSTER FINANCIAL CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31486
Entity Tax Identification Number	06-1187536
Entity Address, Address Line One	145 Bank Street
Entity Address, City or Town	Waterbury
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06702
City Area Code	203
Local Phone Number	578-2202
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	WBS
Security Exchange Name	NYSE
Series F Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock
Trading Symbol	WBS-F
Security Exchange Name	NYSE