Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnJanuary 26, 2021 , the Board ofDirectors of Washington Trust Bancorp, Inc. (the "Corporation") accepted the resignation ofKatherine W. Hoxsie , to be effective as of the later ofApril 26, 2021 or the day immediately preceding the date of the 2021 Annual Meeting of Shareholders of the Corporation (the "2021 Annual Meeting"). The Corporation's corporate governance guidelines, consistent with the By-laws, require any director who attains age 72 to resign from the Board of Directors as of the Annual Meeting of Shareholders following such director's 72nd birthday.Ms. Hoxsie has attained age 72.Ms. Hoxsie is a member of the class of directors with a term expiring at the 2022 Annual Meeting of Shareholders (the "2022 Class"). The Board determined, effective on the date ofMs. Hoxsie's resignation, to moveSteven J. Crandall , a member of the class of directors with a term expiring at the 2021 Annual Meeting (the "2021 Class") from the 2021 Class to the 2022 Class. Accordingly, effective as of the later ofApril 26, 2021 or the day immediately preceding the date of the 2021 Annual Meeting of the Corporation,Mr. Crandall will resign as a director and the Board will appointMr. Crandall to the Board as a 2022 Class director.Mr. Crandall will continue to serve on the Audit Committee. The resignation and reappointment ofMr. Crandall is being effected solely to rebalance the Board classes in light of anticipated director retirements and in accordance with the Corporation's Amended and Restated Articles of Incorporation, as amended, and for all other purposes, including vesting and other compensation matters,Mr. Crandall's service on the Board will be deemed to have continued uninterrupted.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1 Press release datedJanuary 28, 2021 * Cover Page Interactive Data File (embedded within the 104 Inline XBRL document) *Filed herewith
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