Washington Trust Bancorp Annual Meeting: New Director Elected, Equity Plan Expanded, Votes Pass

Key Points

• Shareholders elected four directors — Robert A. DiMuccio, Sandra Glaser Parrillo, Debra M. Paul and Jeffrey M. Wilhelm — for three-year terms, while director Constance A. Howes retired from the board.
• Voters also ratified Crowe LLP as auditor, approved the non-binding advisory vote on executive compensation, and passed an amendment to the 2022 Long-Term Incentive Plan increasing shares available by 500,000.
• Management reported strategic progress with a full-year net income of $52.2 million for 2025, improving net interest margin in 1Q 2026 amid a cautious credit backdrop, and highlighted growth initiatives including a new institutional banking team and a branch planned for Pawtucket in 2026.

Washington Trust Bancorp NASDAQ: WASH held its 2026 Annual Meeting of Shareholders via live webcast, outlining recent strategic actions, leadership changes, and the results of shareholder votes on four proposals. Edward O. Handy III, chairman and chief executive officer, presided over the meeting, which the company said will be available for replay on its investor relations website.

Leadership introductions and board updates

Handy introduced corporate officers participating in the meeting: Mary E. Noons, president and chief operating officer; Ronald S. Ohsberg, chief financial officer and treasurer; and Kristen L. DiSanto, corporate secretary. He also recognized directors in attendance, including lead director Robert A. DiMuccio and directors Joseph P. Gencarella, Mark K.W. Gim, Sandra Glaser Parrillo, Debra M. Paul, John T. Ruggieri, Edwin J. Santos, Lisa M. Stanton, Angel Taveras, and Constance A. Howes.

Handy highlighted the retirement of Constance A. Howes from the corporation’s board and the board of its subsidiary bank, The Washington Trust Company, as well as from the board of Washington Trust Advisors, Inc., where she had served as chair for the prior two years. Handy said Howes joined the board in 2018 and served “across all of our board committees,” adding that she was “a highly engaged director with a deep commitment to our community bank mission.”

Handy also welcomed Jeffrey Wilhelm, who was set to officially join the board with the day’s election and be appointed to the board’s audit committee. Handy said Wilhelm has more than 25 years of experience in corporate and consulting roles and is the founder and CEO of Infused Innovations, a consulting firm focused on scaling organizations through responsible deployment of emerging technologies. Handy said Wilhelm brings “valuable expertise in technology, data, artificial intelligence, and cybersecurity,” areas he described as increasingly important to financial services.

Also present were Jason S. Stockton of Crowe LLP, the company’s independent registered public accounting firm, and William McCurdy of Covington & Burling LLP, special counsel, who were available to respond to shareholder questions after the business portion of the meeting.

Handy outlines recent strategy and performance

Before the formal voting agenda, Handy described the prior year as “a period of meaningful transition” for Washington Trust. He said that following a balance sheet repositioning completed at the end of 2024, the company entered 2025 focused on strengthening its foundation with an “intentional and disciplined” approach to support relationship-driven growth and sustainable long-term performance.

Handy said the company made several strategic investments in 2025, including enhancing its wealth management platform, acquiring Lighthouse Financial Management, and adding new leadership for its commercial banking team. He added that Washington Trust laid groundwork to expand its commercial team in 2026 and to build cross-business relationships spanning deposits and wealth management.

According to Handy, Washington Trust ended 2025 with “clear results,” including higher wealth management and mortgage banking revenues, growth in in-market deposits, and a balance sheet that was “better positioned than it had been a year earlier.” He reported full-year net income of $52.2 million, which he said reflected “meaningful improvement from 2024” and indicated the company’s actions were gaining traction.

First-quarter 2026 update and credit environment commentary

Handy referenced the company’s first-quarter 2026 earnings report from the prior week. He said results showed continued improvement in net interest margin and increased earnings year over year, while also reflecting “the reality of a cautious credit environment,” particularly in certain commercial real estate segments.

He said the company took “prudent and deliberate actions to strengthen our reserves” in line with its approach to risk management, acknowledging that such decisions can create “short-term pressure.” Handy added that Washington Trust remains confident in its ability to deliver strong performance in 2026, stating that the company is well capitalized and that its core businesses are sound.

Growth initiatives cited for 2026

Looking ahead, Handy said Washington Trust added an institutional banking team in January that is “already showing strong momentum” and is positioning the company for loan and deposit growth as the year progresses. He also said the company has added talent in C&I, CRE, and business banking with regional client relationships.

Handy said Washington Trust plans to open a new branch in Pawtucket later in 2026, which he said will expand the company’s presence in the northern part of Rhode Island. He reiterated the company’s long-term objective: “to be a top-performing New England community bank and financial services partner over the long term,” emphasizing balancing growth with prudence and investing with intention.

Shareholder votes: directors elected; auditor and compensation items approved

DiSanto conducted the formal business portion of the meeting and said Broadridge Financial Solutions provided an affidavit of mailing indicating proxy materials were distributed on March 17, 2026, to shareholders of record as of March 3, 2026. She said additional proxy materials relating to the third proposal were filed on April 9, 2026.

DiSanto reported that as of March 3, 2026, Washington Trust had 19,039,948 shares of common stock outstanding, and approximately 86% of shares were represented in person or by proxy, constituting a quorum.

Shareholders voted on four proposals:

• Election of four directors: Robert A. DiMuccio, Sandra Glaser Parrillo, Debra M. Paul, and Jeffrey M. Wilhelm, each for a three-year term.
• Auditor ratification: Ratification of Crowe LLP as independent registered public accounting firm for the year ending Dec. 31, 2026.
• Equity plan amendment: Approval of an amendment to the 2022 Long-Term Incentive Plan to increase shares available for issuance by 500,000 shares.
• Advisory executive compensation vote: A non-binding resolution to approve compensation of named executive officers.

Based on preliminary results, DiSanto said all four director nominees were elected, Crowe LLP’s appointment was ratified, and both the incentive plan amendment and the advisory executive compensation resolution were approved. She said final voting results will be reported in a Form 8-K to be filed with the SEC within four business days and posted to the company’s website.

No shareholder questions were submitted during the meeting, and the event concluded shortly after the voting results were announced.

About Washington Trust Bancorp NASDAQ: WASH

Washington Trust Bancorp, Inc is the bank holding company for The Washington Trust Company, a community bank headquartered in Westerly, Rhode Island. Through its subsidiary, the company operates a network of branch offices across Rhode Island and southeastern Connecticut, serving individuals, small businesses and municipalities with a full suite of financial services.

The company's core business activities encompass retail and commercial banking, including checking and savings accounts, consumer and commercial loans, mortgage financing, and cash management solutions.

This instant news alert was generated by narrative science technology and financial data from MarketBeat in order to provide readers with the fastest reporting and unbiased coverage. Please send any questions or comments about this story to contact@marketbeat.com.