WASHINGTON TRUST BANCORP INC
For the period ended Apr 28, 2026. Filed Mar 17, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 28, 2026 · Filed Mar 17, 2026
Contents
Proxy Statement
The accompanying proxy is solicited by and on behalf of the Board of Directors of Washington Trust Bancorp, Inc. (the “Corporation” or “Washington Trust”) for use at the Annual Meeting of Shareholders to be held by remote communication via live webcast on Tuesday, the 28th of April, 2026 at 11:00 a.m. ET, and any postponement or adjournment thereof.
As of March 3, 2026, the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting, there were 19,039,948 shares of our common stock, $0.0625 par value, outstanding. Each share of common stock is entitled to one vote per share on all matters to be voted upon at the Annual Meeting, with all holders of common stock voting as one class.
On or about March 17, 2026, we mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to all shareholders of record as of March 3, 2026. The Notice included instructions on how to access this Proxy Statement and our Annual Report on Form 10-K. You may access the proxy materials at
https://ir.washtrust.com/proxy. Printed copies may be obtained at no charge by contacting the Corporation by phone at (800) 475-2265 or by email at investor.relations@washtrust.com.
Required Votes and Board Recommendations
| Proposal | Required Vote (a) | Board of Directors Recommendation | |
| 1. | Elect the following nominees as director: | As required by Rhode Island law, a plurality of votes cast by holders of common stock entitled to vote at the Annual Meeting. | FOR ALL |
| Robert A. DiMuccio, CPA;Sandra Glaser Parrillo;Debra M. Paul; andJeffrey M. Wilhelm | |||
| 2. | Ratify the selection of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026. | A majority vote of the shares present in person or represented by proxy and entitled to vote on the subject matter. | FOR |
| 3. | Approve an amendment to the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan to increase the number of shares of common stock available for issuance under the plan by 675,000 shares. | A majority vote of the shares present in person or represented by proxy and entitled to vote on the subject matter. | FOR |
| 4. | Approve, on a non-binding, advisory basis, the compensation of the Corporation’s named executive officers. | A majority vote of the shares present in person or represented by proxy and entitled to vote on the subject matter. | FOR |
(a)Abstentions, broker non-votes, and votes withheld with respect to Proposal 1 will have no effect on the election of directors. Broker non-votes will have the same effect as a vote "against" Proposal 2 but will not affect the outcome of Proposal 3 and 4. Abstentions will have the same effect as a vote “against” Proposal 2, 3 and 4.
We know of no matters to be brought before the Annual Meeting other than those referred to in this Proxy Statement. If any other matters not described in this Proxy Statement are properly presented at the meeting, any proxies received by us will be voted in the discretion of the proxy holder.
Quorum
A majority of the outstanding shares of common stock entitled to vote, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining if a quorum is present.
Broker Non-votes
If you are a beneficial owner of shares held through a broker, bank, or other nominee and do not provide voting instructions, that intermediary may be permitted to vote your shares at its discretion. Under certain New York Stock Exchange rules—which in this matter also apply to Nasdaq‑listed companies such as Washington Trust—brokers and other intermediaries may exercise discretion only on matters classified as “routine,” and may not vote uninstructed shares on “non‑routine” matters. A broker non‑vote occurs when the intermediary has received no voting instructions and is prohibited from voting because the item is considered non‑routine. Proposals 1, 3, and 4 are non‑routine, so your broker, bank, or other agent cannot vote your shares on those items without your instructions. Proposal 2 is routine, so if you do not submit voting instructions by your broker’s deadline, your intermediary may vote your shares on Proposal 2 at its discretion.
Revocation of Proxies
The presence of a shareholder at the Annual Meeting will not automatically revoke a proxy previously delivered by that shareholder. A shareholder may revoke his or her proxy at any time before it is exercised by: (1) submitting another proxy bearing a later date, by mail, Internet or telephone, (2) by attending the Annual Meeting and voting at the Annual Meeting, or (3) by notifying the Corporation of the revocation in writing to the Corporate Secretary of the Corporation, 23 Broad Street, Westerly, RI 02891. If not revoked, the proxy will be voted at the Annual Meeting in accordance with the instructions indicated by the shareholder or, if no instructions are indicated, all shares represented by valid proxies received pursuant to this solicitation (and not revoked before such shares are voted) will be voted “for” all of the nominees in Proposal 1; and “for” Proposals 2, 3 and 4.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.