13 unchanged sentences
Other Information.
+Added: Insider Trading Arrangements
+Added: During the three months ended December 31, 2023, none of the Corporation’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance.
3 unchanged sentences
Executive Compensation.
−Removed: The information required by this Item will be included in the Proxy Statement 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, except as to information disclosed therein pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
38 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 as Exhibit 3.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
+Added: 3.5 Amended and Restated By-Laws of the Registrant - Filed as Exhibit 3.5 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.
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.
17 unchanged sentences
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 September 30, 2017.
−Removed: 10.11 Form of Incentive Stock Option Certificate and Statement of Terms and Conditions under the Washington Trust Bancorp, Inc.
+Added: 10.11 Form of Nonqualified Stock Option Certificate and Statement of Terms and Conditions under the Washington Trust Bancorp, Inc.
2013 Stock Option and Incentive Plan for employees – Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
5 unchanged sentences
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.
+Added: 10.15 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.
10.16 Form of Performance Share Unit Award Agreement under the Washington Trust Bancorp, Inc.
2 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.
−Removed: 10.17 Form of Nonqualified Stock Option 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 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
−Removed: 10.18 Form of Restricted Stock Unit Certificate under the Washington Trust Bancorp, Inc.
−Removed: 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.
10.18 Form of Performance Share Unit Award Agreement under the Washington Trust Bancorp, Inc.
10 unchanged sentences
10.23 Form of Performance Restricted Stock Unit Award Agreement for Employees under the Washington Trust Bancorp, Inc.
−Removed: 2022 Long Term Incentive Plan - Filed herewith .
+Added: 2022 Long Term Incentive Plan - Filed as Exhibit 10.24 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
10.24 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.
40 unchanged sentences
10.60 Terms of Amended and Restated Change in Control with an executive officer, dated June 1, 2017 – Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017.
−Removed: 10.62 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 18, 2018 – Filed as Exhibit 10.70 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
10.61 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.
10.62 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.
−Removed: 10.65 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.
10.63 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.
10.64 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.
−Removed: 10.68 Terms of Performance Restricted Stock Unit Agreement with certain executive officers, dated January 24, 2023 - Filed herewith.
−Removed: 21.1 Subsidiaries of the Registrant – Filed herewith.
+Added: 10.65 Terms of Performance Restricted Stock Unit Agreement with certain executive officers, dated January 24, 2023 - Filed as Exhibit 10.68 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
+Added: 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, 2022.
23.1 Consent of Crowe LLP – Filed herewith.
3 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Furnished herewith.
+Added: 97 Washington Trust Bancorp, Inc.
+Added: Incentive Compensation Clawback and Forfeiture Poli cy - Filed herewith.
101 The following materials from Washington Trust Bancorp, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL;
33 unchanged sentences
MarcAurele, Director
−Removed: February 23, 2023 /s/ Kathleen E.
−Removed: McKeough, Director
February 26, 2024 /s/ Sandra Parrillo
7 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.