form8-k20090724.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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)
July 24,
2009
WASHINGTON
TRUST BANCORP, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Rhode
Island
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001-32991
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05-0404671
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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23
Broad Street, Westerly, Rhode Island 02891
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(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (401) 348-1200
Former
name or address, if changed from last report: N/A
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 (b), (c) and (e): Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
July 24, 2009, The Washington Trust Company (the “Bank”), a
subsidiary of Washington Trust Bancorp, Inc. (the “Corporation"), announced the
appointment of Joseph J. MarcAurele as President and Chief Operating Officer of
the Bank, effective on September 21, 2009. In addition, Mr.
MarcAurele will be appointed as a Director of the Corporation and the Bank
effective on September 21, 2009.
Mr.
MarcAurele, 58, joins Washington Trust from RBS Citizens, N.A., where he served
as President of Citizens Bank of Rhode Island since 2007. Mr.
MarcAurele served as Chairman, President and Chief Executive Officer of Citizens
Bank of Rhode Island and Connecticut from 2001 to 2007.
Mr.
MarcAurele is replacing John F. Treanor as President and Chief Operating Officer
of the Corporation and the Bank. Mr. Treanor will be appointed Vice
Chairman of the Bank, also effective on September 21, 2009 and, as
previously reported, will retire in October. He will retain the title
of President and Chief Operating Officer of the Corporation through his
retirement date, at which time Mr. MarcAurele will be appointed to those
positions. Mr. Treanor will continue to serve as Director of the
Corporation and the Bank after his retirement date.
Under
the terms of his employment offer letter, it is anticipated that, assuming that
he has performed to the expectations of the Corporation’s Board of Directors,
Mr. MarcAurele will be appointed President and Chief Executive Officer of the
Bank and the Corporation upon John C. Warren’s retirement in April
2010.
Under
the terms of his at-will employment arrangement, Mr. MarcAurele will receive an
annual salary of $400,000 (payable on a bi-weekly basis) or such higher amount
as may be determined from time to time by the Compensation Committee of the
Corporation’s Board of Directors (the “Compensation Committee”). Once
he assumes the role of Chief Executive Officer, Mr. MarcAurele’s annual salary
will increase to $450,000 or such higher amount as may be determined from time
to time by the Compensation Committee. Beginning in 2010, Mr.
MarcAurele will be eligible for incentive compensation under the Annual
Performance Plan, with a target bonus payment of 45% of salary. Mr.
MarcAurele will be eligible for equity grants in such number, at such times and
on such other terms as may be approved by the Compensation Committee, in its
sole discretion. He will be eligible to participate in any and all
employee benefit plans generally available to other newly hired officers of the
Bank. In addition, he will be eligible for an annual supplemental
retirement contribution of 5% of salary earnings which will be credited under
the Bank’s Nonqualified Deferred Compensation Plan. He will also be
eligible for perquisites generally provided to other executive
officers.
The
Corporation has agreed to enter into a Change in Control Agreement with Mr.
MarcAurele that would provide him with three years of salary; bonus payment
(based on the average bonus paid within the previous three years); and medical
and dental benefit continuation in the event of termination of employment under
certain circumstances in connection with a Change in Control (as defined in the
Change in Control Agreement) of the Corporation or the
Bank. Notwithstanding the preceding sentence, if the aggregate
payments and benefits to be made to Mr. MarcAurele (the “Severance Payments”)
would be deemed to include an “excess parachute payment” under Section 280G of
the Internal Revenue Code (the “Code”) and therefore, result in excise tax under
Section 4999, then the Severance Payments will be reduced to the extent
necessary so that the Severance Payments do not exceed the total amount of
payments permissible under Section 280G of the Code.
Mr.
MarcAurele also will receive a one-time hiring bonus of $100,000 to be paid in
January 2010. Upon his first date of employment, he will be granted
7,000 Restricted Stock Units of the Corporation, which will become vested upon
the 5-year anniversary of his first date of employment. He will also
be granted a Nonqualified Stock Option to acquire 21,000 shares of the
Corporation’s common stock, which will become vested upon the 5-year anniversary
of his first date of employment. The Option will have an exercise
price equal to the fair market value of the Corporation’s common stock on the
date of grant.
Mr.
MarcAurele will not receive any additional compensation for his service as
Director of the Corporation or the Bank.
Item
8.01 Other Events
On
July 24, 2009, the Corporation issued a press release announcing Mr.
MarcAurele’s appointment as President and Chief Operating Officer of the Bank
and as a Director of the Corporation and the Bank effective on
September 21, 2009.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
The
following exhibits are furnished as part of this report.
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Exhibit
Number
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Description
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Exhibit
10.1
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Compensatory
Agreement with Executive dated July 16, 2009
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Exhibit
99.1
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Press
release dated July 24, 2009
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.
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WASHINGTON
TRUST BANCORP, INC.
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Date:
July 24, 2009
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By:
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/s/
David V. Devault
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David
V. Devault
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Executive
Vice President, Chief Financial Officer and Secretary
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
10.1
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Compensatory
Agreement with Executive dated July 16, 2009
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Exhibit
99.1
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Press
release dated July 24, 2009
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