1 unchanged sentence
Disclosure Controls and Procedures
−Removed: As required by Rule 13a-15 under the Exchange Act, as amended (the “Exchange Act”), the Corporation carried out an evaluation under the supervision and with the participation of the Corporation’s management, including the Corporation’s principal executive officer and principal financial officer, of the Corporation’s disclosure controls and procedures as of the end of the period ended December 31, 2021.
+Added: As required by Rule 13a-15 under the Exchange Act, the Corporation carried out an evaluation under the supervision and with the participation of the Corporation’s management, including the Corporation’s principal executive officer and principal financial officer, of the Corporation’s disclosure controls and procedures as of the end of the period ended December 31, 2022.
Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Corporation’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by the Corporation in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Corporation's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
5 unchanged sentences
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
−Removed: The Corporation's management assessed the effectiveness of its internal control over financial reporting as of the end of the period covered by this report using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
+Added: The Corporation's management assessed the effectiveness of its internal control over financial reporting as of the end of the period covered by this report using the criteria described in Internal Control-Integrated Framework (2013) issued by COSO.
In addition, the effectiveness of the Corporation's internal control over financial reporting as of the end of the period covered by this report has been audited by Crowe LLP, an independent registered public accounting firm.
2 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by this Item will be included in the Bancorp’s Proxy Statement (the “Proxy Statement”) prepared for the Annual Meeting of Shareholders to be held April 26, 2022, and is incorporated herein by reference.
+Added: The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
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 Investor Relations section of the Corporation’s website at http://ir.washtrust.com, under the heading Corporate Governance.
+Added: This code of ethics is available on the Investor Relations section of the Corporation’s website at https://ir.washtrust.com, under the caption Corporate Governance.
Executive Compensation.
3 unchanged sentences
Equity Compensation Plan Information
−Removed: The following table provides information as of December 31, 2021 regarding shares of common stock of the Bancorp that may be issued under our existing equity compensation plans, including the 2003 Plan and the 2013 Plan.
+Added: The following table provides information as of December 31, 2022 regarding shares of common stock of the Bancorp that may be issued under our existing equity compensation plans, including the 2003 Stock Incentive Plan, 2013 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan.
Equity Compensation Plan Information
7 unchanged sentences
(1) Does not include any shares already reflected in the Bancorp’s outstanding shares.
−Removed: (2) Consists of the 2003 Plan and the 2013 Plan.
−Removed: Under the 2013 Plan, the grant of any full value award (an award other than an option or a stock appreciation award) shall be deemed, for the purposes of determining the number of shares of stock available for issuance, as an award of 1.85 shares of stock for each such share subject to the award.
+Added: (2) Consists of the 2003 Stock Incentive Plan, 2013 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan.
+Added: Under the 2013 Stock Option and Incentive Plan, the grant of any full value award (an award other than an option or a stock appreciation award) shall be deemed, for the purposes of determining the number of shares of stock available for issuance, as an award of 1.85 shares of stock for each such share subject to the award.
(3) For performance share awards, amounts included represent the maximum amount of performance shares that could be issued under existing awards.
The actual shares issued may differ based on the attainment of performance goals.
−Removed: (4) Reflects the weighted average exercise price of outstanding stock options granted under the 2003 Plan and 2013 Plan.
+Added: (4) Reflects the weighted average exercise price of outstanding stock options granted under the 2003 Stock Incentive Plan, 2013 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan.
Other award types do not have an exercise price and therefore, are not included.
−Removed: (5) Consists of the 2013 Plan only, as there are no securities available for future grants under the 2003 Plan.
−Removed: (6) On February 18, 2022, the Corporation’s Board voted that no further awards would be granted under 2013 Plan following shareholder approval of the 2022 Long Term Incentive Plan.
+Added: (5) Consists of the 2022 Long Term Incentive Plan only, as there are no securities available for future grants under the 2003 Stock Incentive Plan or 2013 Stock Option and Incentive Plan.
Certain Relationships and Related Transactions, and Director Independence.
18 unchanged sentences
3.4 Amendment to Restated Articles of Incorporation - Filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q dated May 6, 2021.
−Removed: 3.5 Amended and Restated By-Laws of the Registrant - Filed herewith.
+Added: 3.5 Amended and Restated By-Laws of the Registrant - Filed as Exhibit 3.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
4.1 Description of Equity Securities Registered Under Section 12 of the Exchange Act - Filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
35 unchanged sentences
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.
+Added: 10.20 2022 Long Term Incentive Plan - Filed as Exhibit 10.1 to the Registrant's Registration Statement on Form S-8 (File No.
+Added: 333-264484), as filed with the Securities and Exchange Commission on April 26, 2022.
+Added: 10.21 Form of Non-qualified Stock Option Agreement for Employees under the Washington Trust Bancorp, Inc.
+Added: 2022 Long Term Incentive Plan - Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.
+Added: 10.22 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Washington Trust Bancorp, Inc.
+Added: 2022 Long Term Incentive Plan - Filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-8 (File No.
+Added: 333-264484) filed with the Securities and Exchange Commission on April 26, 2022.
+Added: 10.23 Form of Restricted Stock Unit Award Agreement for Employees under the Washington Trust Bancorp, Inc.
+Added: 2022 Long Term Incentive Plan - Filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.
+Added: 10.24 Form of Performance Restricted Stock Unit Award Agreement for Employees under the Washington Trust Bancorp, Inc.
+Added: 2022 Long Term Incentive Plan - Filed herewith .
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.
26 unchanged sentences
10.47 Amended and Restated Annual Performance Plan, dated December 13, 2021 - Filed as Exhibit 10.64 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
−Removed: 10.43 Amended and Restated Wealth Management Business Building Incentive Plan, dated March 3, 2014 – Filed as Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
+Added: 10.48 Amended and Restated Wealth Management Business Building Incentive Plan, dated January 24, 2022 - Filed as Exhibit 10.65 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
+Added: 10.49 Retail Lending Growth Incentive Plan, dated March 15, 2021 - Filed as Exhibit 10.63 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
10.50 Form and terms of Change in Control Agreement – Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009.
12 unchanged sentences
10.63 Terms of Amended and Restated Change in Control with an executive officer, dated February 27, 2018 – Filed as Exhibit 10.71 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
−Removed: 10.58 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.
10.64 Terms of Amended and Restated Change in Control Agreement - Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 .
1 unchanged sentence
10.66 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 25, 2021 - Filed as Exhibit 10.71 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 .
−Removed: 10.62 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 24, 2022 - Filed herewith .
−Removed: 10.63 Retail Lending Growth Incentive Plan, dated March 15, 2021 - Filed herewith .
−Removed: 10.64 Amended and Restated Annual Performance Plan, dated December 13, 2021 - Filed herewith .
−Removed: 10.65 Amended and Restated Wealth Management Business Building Incentive Plan, dated January 24, 2022 - Filed herewit h.
−Removed: 21.1 Subsidiaries of the Registrant – Filed herewit h.
+Added: 10.67 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 24, 2022 - Filed as Exhibit 10.62 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
+Added: 10.68 Terms of Performance Restricted Stock Unit Agreement with certain executive officers, dated January 24, 2023 - Filed herewith.
+Added: 21.1 Subsidiaries of the Registrant – Filed herewith.
23.1 Consent of Crowe LLP – Filed herewith.
28 unchanged sentences
DiMuccio, Director
+Added: February 23, 2023 /s/ Joseph P.
+Added: Gencarella, Director
+Added: February 23, 2023 /s/ Mark K.W.
+Added: Gim, Director
February 23, 2023 /s/ Edward O.
15 unchanged sentences
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.