16 unchanged sentences
The Corporation maintains a code of ethics that applies to all of the Corporation’s directors, officers and employees, including the Corporation’s principal executive officer, principal financial officer and principal accounting officer.
−Removed: This code of ethics is available on the Corporation’s website at www.washtrust.com, under the heading Investor Relations.
+Added: This code of ethics is available on the Investor Relations section of the Corporation’s website at www.washtrustbancorp.com, under the heading Corporate Governance.
Executive Compensation.
5 unchanged sentences
Equity Compensation Plan Information
−Removed: Plan category
−Removed: Number of securities to be issued upon exercise of outstanding
+Added: Plan category Number of securities to be issued upon exercise of outstanding
options, warrants and rights (1)
−Removed: Weighted average exercise price of outstanding options, warrants and rights
−Removed: Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a))
+Added: Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a))
Equity compensation plans approved by security holders (2)
+Added: 840,341 (3) $42.44 (4) 785,257 (5)
Equity compensation plans not approved by security holders
+Added: 840,341 $42.44 785,257
(1) Does not include any shares already reflected in the Bancorp’s outstanding shares.
4 unchanged sentences
(4) Does not include the effect of the nonvested share units awarded under the 2003 Plan and the 2013 Plan because these units do not have an exercise price.
+Added: (5) Consists of the 2013 Plan only, as the 2003 Plan expired in 2019 and there are no securities available for future grants under the 2003 Plan.
Certain Relationships and Related Transactions, and Director Independence.
3 unchanged sentences
Exhibits, Financial Statement Schedules.
−Removed: Documents filed as part of this report.
+Added: (a) Documents filed as part of this report.
Financial Statements.
3 unchanged sentences
The following exhibits are included as part of this Form 10-K.
+Added: (b) See (a) 3.
above for all exhibits filed herewith and the Exhibit Index.
−Removed: Financial Statement Schedules.
+Added: (c) Financial Statement Schedules.
Exhibit Index
4 unchanged sentences
3.4 Amended and Restated By-Laws of the Registrant – Filed as Exhibit 3.4 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 25, 2017.
−Removed: Description of Equity Securities Registered Under Section 12 of the Exchange Act - Filed herewith.
+Added: 4.1 Description of Equity Securities Registered Under Section 12 of the Exchange A ct - Filed as Exhibit 4.1 to the Re gistra nt ’ s Annual Report on Form 10-K for the fiscal y ear end ed December 31, 2019 .
10.1 2003 Stock Incentive Plan as Amended and Restated - Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 29, 2009.
18 unchanged sentences
2003 Stock Incentive Plan – Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017.
−Removed: Form and terms of Deferred Stock Unit Award Agreement under the Washington Trust Bancorp, Inc.
−Removed: 2003 Stock Incentive Plan, as amended (employees) – Filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008.
−Removed: Form of Deferred Stock Unit Award Agreement under the Washington Trust Bancorp, Inc.
−Removed: 2003 Stock Incentive Plan – Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017.
10.11 2013 Stock and Incentive Plan – Filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
10 unchanged sentences
2013 Stock Option and Incentive Plan for non-employee directors – Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
−Removed: Form of Restricted Stock Agreement under the Washington Trust Bancorp, Inc.
−Removed: 2013 Stock Option and Incentive Plan for employees – Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
10.18 Form of Restricted Stock Unit Certificate and Statement of Terms and Conditions under the Washington Trust Bancorp, Inc.
1 unchanged sentence
10.19 Form of Restricted Stock Unit Certificate and Statement of Terms and Conditions under the Washington Trust Bancorp, Inc.
−Removed: 2013 Stock Option and Incentive Plan for employees – Filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
−Removed: Form of Restricted Stock Unit Certificate and Statement of Terms and Conditions under the Washington Trust Bancorp, Inc.
2013 Stock Option and Incentive Plan for employees – Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017.
3 unchanged sentences
2013 Stock Option and Incentive Plan – Filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017.
+Added: 10.22 Form of Nonqualified Stock Option Certificate and Statement of Terms and Conditions under the Washington Trust Bancorp, Inc.
+Added: 2013 Stock Option and Incentive Plan for employees – Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
+Added: 10.23 Form of Restricted Stock Unit Certificate under the Washington Trust Bancorp, Inc.
+Added: 2013 Stock Option and Incentive Plan for employees – Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
+Added: 10.24 Form of Performance Share Unit Award Agreement under the Washington Trust Bancorp, Inc.
+Added: 2013 Stock Option and Incentive Plan – Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
10.25 Amended and Restated Declaration of Trust of WT Capital Trust I dated August 29, 2005, by and among Wilmington Trust Company, as Delaware Trustee and Institutional Trustee, Washington Trust Bancorp, Inc., as Sponsor, and the Administrators listed therein – Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 1, 2005.
48 unchanged sentences
10.69 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 17, 2019 - Filed as Exhibit 10.72 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
+Added: 10.70 Terms of Performance Share Unit Award Agreement with certain executive officers, dated March 16, 2020 - Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
+Added: 10.71 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 25, 2021 - Filed herewith.
21.1 Subsidiaries of the Registrant – Filed as Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
14 unchanged sentences
WASHINGTON TRUST BANCORP, INC.
−Removed: February 25, 2020
−Removed: /s/ Edward O.
+Added: February 25, 2021 By /s/ Edward O.
Chairman and Chief Executive Officer
(principal executive officer)
−Removed: February 25, 2020
−Removed: /s/ Ronald S.
+Added: February 25, 2021 By /s/ Ronald S.
Senior Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)
−Removed: February 25, 2020
−Removed: Executive Vice President and Controller
+Added: February 25, 2021 By /s/ Maria N.
+Added: Executive Vice President, Chief Accounting Officer and Controller
(principal accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: February 25, 2020
+Added: February 25, 2021 /s/ John J.
Bowen, Director
−Removed: February 25, 2020
−Removed: /s/ Steven J.
+Added: February 25, 2021 /s/ Steven J.
Crandall, Director
−Removed: February 25, 2020
−Removed: /s/ Robert A.
+Added: February 25, 2021 /s/ Robert A.
DiMuccio, Director
−Removed: February 25, 2020
−Removed: /s/ Edward O.
+Added: February 25, 2021 /s/ Edward O.
Handy III, Director
−Removed: February 25, 2020
−Removed: /s/ Constance A.
+Added: February 25, 2021 /s/ Constance A.
Howes, Director
−Removed: February 25, 2020
−Removed: /s/ Katherine W.
+Added: February 25, 2021 /s/ Katherine W.
Hoxsie, Director
−Removed: February 25, 2020
−Removed: /s/ Joseph J.
+Added: February 25, 2021 /s/ Joseph J.
MarcAurele, Director
−Removed: February 25, 2020
−Removed: /s/ Kathleen E.
+Added: February 25, 2021 /s/ Kathleen E.
McKeough, Director
−Removed: February 25, 2020
−Removed: Douglas Randall III
−Removed: Douglas Randall III, Director
−Removed: February 25, 2020
+Added: February 25, 2021 /s/ Sandra Glaser Parrillo
+Added: Sandra Glaser Parrillo, Director
+Added: February 25, 2021 /s/ John T.
Ruggieri, Director
−Removed: February 25, 2020
+Added: February 25, 2021 /s/ Edwin J.
Santos, Director
−Removed: February 25, 2020
−Removed: Treanor, Director
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.