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Webster Financial Corporation 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Webster Financial Corporation’s Form 8-K, filed 2026-05-27 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 8Reported items
  • 511Asset managers
  • 1,801Fund votes
  • 2026-05-26Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Webster Financial Corporation in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Webster Financial Corporation

These tallies are Webster Financial Corporation’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2026-05-27 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Webster Financial Corporation — official shareholder meeting results, meeting held 2026-05-26
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Proposal 1: Proposal to approve and adopt the Transaction Agreement and the transactions contemplated thereby (the "Transaction Proposal") The Company's stockholders approved the Transaction Proposal as set forth below: 115,788,6671,279,203192,086 ---- Majority: yes
Proposal 2: Proposal to approve, on an advisory (non-binding) basis, the compensation payments that will or may be paid to the Company's named executive officers in connection with the Transaction (the "Compensation Proposal") The Company's stockholders approv 68,045,45548,130,8451,083,656 ---- Majority: yes
Proposal 3: Proposal to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Transaction Proposal or 114,010,0892,963,510286,357 ---- Majority: yes

Source: Webster Financial Corporation, Form 8-K, filed with the SEC on 2026-05-27 — read the filing on EDGAR.

How asset managers voted at the Webster Financial Corporation 2025-2026 meeting

Each item below shows how the 511 asset managers that disclosed a Webster Financial Corporation vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Webster Financial Corporation’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To approve, on an advisory (non- binding) basis, the compensation payments that will or may be paid to Webster's named executive officers in connection with the transactions contemplated by the Transaction Agreement (the "compensation proposal").

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 18 wordings of this item as funds reported it.

59% Majority: yes · of votes cast

FOR 59%AGAINST 41%
FOR: 68,045,455AGAINST: 48,130,845

Webster Financial Corporation’s own tally for this item (“Proposal 2: Proposal to approve, on an advisory (non-binding) basis, the compensation payments that will or may be paid to the Company's named executive officers in connection with the Transaction (the "Compensation Prop”): 68,045,455 for, 48,130,845 against, per its Form 8-K filed 2026-05-27 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 168,594,276 outstanding shares: 40% for, 29% against (69% of the company cast a for/against vote).

The 495 asset managers below cast 65% of the shares they voted on this item FOR (68,496,035 for, 36,124,976 against).

FOR 65%AGAINST 34%
FOR: 68,496,035 (65.0%)AGAINST: 36,124,976 (34.3%)ABSTAIN: 693,968 (0.7%)NOT VOTED: 12,404 (0.0%)SPLIT: 116 (0.0%)
Largest asset managers voting on “To approve, on an advisory (non- binding) basis, the compensation payments that will or may be paid to Webster” at Webster Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,388,31336,767 20For
BlackRock14,380,384164,734 00For
Invesco8,516,5012,303,164 00For
Fidelity5,350,6000 00For
GEODE CAPITAL MANAGEMENT, LLC3,169,4780 00For
Dimensional02,842,616 00Against
Charles Schwab2,241,8670 00For
EARNEST PARTNERS LLC02,060,668 00Against
AQR01,680,312 00Against
MERGER FUND1,613,0660 00For
WHITEBOX ADVISORS LLC1,398,8320 00For
Northern Trust01,365,054 00Against
OAK RIDGE INVESTMENTS LLC01,359,148 00Against
Pentwater Capital Management LP01,359,148 00Against
Blackstone Inc.01,074,043 00Against
Hudson Bay Capital Management LP01,063,291 00Against
MELLON INVESTMENTS Corp1,058,3830 00For
AllianceBernstein1,049,7760 00For
NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST01,029,499 00Against
PUBLIC SECTOR PENSION INVESTMENT BOARD0945,712 00Against
CAXTON ASSOCIATES LLP0843,146 00Against
Clearbridge Investments, LLC0805,162 00Against
TUDOR INVESTMENT CORP ET AL746,5230 00For
Magnetar Financial LLC0717,895 00Against
Goldman Sachs659,92514,263 00For

Showing the 25 largest of 495 asset managers. See all 495 in the interactive database.

2. To approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the transaction proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided (the "adjournment proposal").

CORPORATE GOVERNANCEMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 114,010,089AGAINST: 2,963,510

Webster Financial Corporation’s own tally for this item (“Proposal 3: Proposal to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes”): 114,010,089 for, 2,963,510 against, per its Form 8-K filed 2026-05-27 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 168,594,276 outstanding shares: 68% for, 2% against (69% of the company cast a for/against vote).

The 103 asset managers below cast 99.7% of the shares they voted on this item FOR (44,321,000 for, 102,014 against).

FOR 99.7%
FOR: 44,321,000 (99.7%)AGAINST: 102,014 (0.2%)ABSTAIN: 25,262 (0.1%)NOT VOTED: 192 (0.0%)
Largest asset managers voting on “To approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit add” at Webster Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,151,08511 00For
BlackRock8,595,3830 00For
Invesco4,440,3570 00For
Fidelity3,640,2770 00For
Dimensional1,850,1830 00For
MERGER FUND1,613,0660 00For
Charles Schwab1,103,4490 00For
Delaware/Macquarie588,5170 00For
TIAA497,7010 00For
Investment Managers Series Trust II495,7010 00For
Legg Mason475,0000 00For
Lincoln Financial343,66846,861 00For
Jackson National380,7770 00For
ARBITRAGE FUNDS366,9160 00For
GMO318,3520 00For
WisdomTree299,4630 00For
Equitable270,2440 00For
John Hancock222,2010 00For
First Trust205,2510 00For
Dunham Funds180,8780 00For
TOUCHSTONE FUNDS GROUP TRUST150,1450 00For
AIG/SunAmerica149,0260 00For
Northern Trust132,8800 00For
Columbia Threadneedle117,1150 00For
Principal113,4790 00For

Showing the 25 largest of 103 asset managers. See all 103 in the interactive database.

3. To approve and adopt the Transaction Agreement, dated as of February 3, 2026 (as it may be amended from time to time, the "Transaction Agreement"), by and among Webster Financial Corporation ("Webster"), Webster Virginia Corporation and Banco Santander, S.A. ("Banco Santander"), pursuant to which Banco Santander will acquire Webster (the "transaction proposal").

EXTRAORDINARY TRANSACTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 115,788,667AGAINST: 1,279,203

Webster Financial Corporation’s own tally for this item (“Proposal 1: Proposal to approve and adopt the Transaction Agreement and the transactions contemplated thereby (the "Transaction Proposal") The Company's stockholders approved the Transaction Proposal as set forth below:”): 115,788,667 for, 1,279,203 against, per its Form 8-K filed 2026-05-27 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 168,594,276 outstanding shares: 69% for, 0.8% against (69% of the company cast a for/against vote).

The 101 asset managers below cast 99.9% of the shares they voted on this item FOR (44,447,314 for, 3 against).

FOR 99.9%
FOR: 44,447,314 (100.0%)AGAINST: 3 (0.0%)NOT VOTED: 192 (0.0%)
Largest asset managers voting on “To approve and adopt the Transaction Agreement, dated as of February 3, 2026 (as it may be amended from time t” at Webster Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,151,0943 00For
BlackRock8,595,3830 00For
Invesco4,440,3570 00For
Fidelity3,640,2770 00For
Dimensional1,850,1830 00For
MERGER FUND1,613,0660 00For
Charles Schwab1,103,4490 00For
Delaware/Macquarie588,5170 00For
TIAA497,7010 00For
Investment Managers Series Trust II495,7010 00For
Legg Mason475,0000 00For
Lincoln Financial390,5290 00For
Jackson National380,7770 00For
ARBITRAGE FUNDS366,9160 00For
GMO318,3520 00For
WisdomTree299,4630 00For
Equitable270,2440 00For
John Hancock222,2010 00For
First Trust205,2510 00For
Dunham Funds180,8780 00For
TOUCHSTONE FUNDS GROUP TRUST150,1450 00For
AIG/SunAmerica149,0260 00For
Northern Trust132,8800 00For
Columbia Threadneedle117,1150 00For
Principal113,4790 00For

Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.

4. Advisory Vote on Golden Parachutes

SECTION 14A SAY-ON-PAY VOTES

43% fund support · no official result

FOR 43%AGAINST 57%

The 12 asset managers below cast 43% of the shares they voted on this item FOR (212,127 for, 286,129 against).

FOR: 212,127 (42.6%)AGAINST: 286,129 (57.4%)NO VOTE: 105 (0.0%)
Largest asset managers voting on “Advisory Vote on Golden Parachutes” at Webster Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
ALGEBRIS (UK) LTD0173,035 00Against
GROUPAMA ASSET MANAGMENT148,4380 00For
Empower074,793 00Against
CAMBIAR INVESTORS LLC51,0400 00For
ADVISORY RESEARCH INC027,402 00Against
ALGERT GLOBAL LLC12,0600 00For
APG Asset Management US Inc.09,603 00Against
Wilshire Advisors LLC01,213 00Against
Convergence Investment Partners, LLC5300 00For
Impact Investors, Inc00 00No Vote
Sepio Capital, LP083 00Against
BlackRock590 00For

5. Approve Motion to Adjourn Meeting

CORPORATE GOVERNANCE

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (768 for, 0 against).

FOR: 768 (100.0%)
Largest asset managers voting on “Approve Motion to Adjourn Meeting” at Webster Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
McGowan Group Asset Management, Inc.7290 00For
TEALWOOD ASSET MANAGEMENT INC390 00For

6. Miscellaneous Corporate Actions

OTHER

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (768 for, 0 against).

FOR: 768 (100.0%)
Largest asset managers voting on “Miscellaneous Corporate Actions” at Webster Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
McGowan Group Asset Management, Inc.7290 00For
TEALWOOD ASSET MANAGEMENT INC390 00For

7. Say on Pay

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

59% Majority: yes · of votes cast

FOR 59%AGAINST 41%
FOR: 68,045,455AGAINST: 48,130,845

Webster Financial Corporation’s own tally for this item (“Proposal 2: Proposal to approve, on an advisory (non-binding) basis, the compensation payments that will or may be paid to the Company's named executive officers in connection with the Transaction (the "Compensation Prop”): 68,045,455 for, 48,130,845 against, per its Form 8-K filed 2026-05-27 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 168,594,276 outstanding shares: 40% for, 29% against (69% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (648 for, 0 against).

FOR 100%
FOR: 648 (100.0%)
Largest asset managers voting on “Say on Pay” at Webster Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Arista Wealth Management, LLC5930 00For
Empower550 00For

8. TO APPROVE AND ADOPT THE TRANSACTION AGREEMENT, DATED AS OF FEBRUARY 3, 2026 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE TRANSACTION AGREEMENT&QUOT), BY AND AMONG WEBSTER FINANCIAL CORPORATION (&QUOTWEBSTER&QUOT), WEBSTER VIRGINIA CORPORATION AND BANCO SANTANDER, S.A. (&QUOTBANCO SANTANDER&QUOT), PURSUANT TO WHICH BANCO SANTANDER WILL ACQUIRE WEBSTER (THE &QUOTTRANSACTION PROPOSAL&QUOT). &QUOT

OTHERMajority of the votes cast: yes

99% Majority: yes · of votes cast

FOR 99%
FOR: 115,788,667AGAINST: 1,279,203

Webster Financial Corporation’s own tally for this item (“Proposal 1: Proposal to approve and adopt the Transaction Agreement and the transactions contemplated thereby (the "Transaction Proposal") The Company's stockholders approved the Transaction Proposal as set forth below:”): 115,788,667 for, 1,279,203 against, per its Form 8-K filed 2026-05-27 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 168,594,276 outstanding shares: 69% for, 0.8% against (69% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (960 for, 0 against).

FOR 100%
FOR: 960 (100.0%)
Largest asset managers voting on “TO APPROVE AND ADOPT THE TRANSACTION AGREEMENT, DATED AS OF FEBRUARY 3, 2026 (AS IT MAY BE AMENDED FROM TIME T” at Webster Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Advisors' Inner Circle Fund III8900 00For
Sendero Wealth Management, LLC700 00For

Largest Webster Financial Corporation shareholders voting in 2025-2026

Ranked by the number of Webster Financial Corporation shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 168,594,276 shares outstanding at the time of that meeting.

Top Webster Financial Corporation shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 9.74%
2BlackRock 8.63%
3Invesco 6.42%
4Fidelity 3.17%
5GEODE CAPITAL MANAGEMENT, LLC 1.88%
6Dimensional 1.69%
7Charles Schwab 1.33%
8EARNEST PARTNERS LLC 1.22%
9AQR 1.00%
10MERGER FUND 0.96%

Reported Webster Financial Corporation ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Webster Financial Corporation beneficial owners on record for the 2025-2026 proxy season
Holder % outstanding Disclosure
The Vanguard Group 10.75% DEF14A
BlackRock, Inc. 9.13% DEF14A
Capital International Investors 5.04% DEF14A
Dimensional Fund Advisors 3.75% 13F
T. Rowe Price Associates, Inc. 3.65% DEF14A
State Street 3.55% 13F
Invesco 3.05% 13F
Millennium Management 2.61% 13F
Goldman Sachs 1.80% 13F
FMR (Fidelity) 1.28% 13F

Percentages above are of 168,594,276 shares outstanding, as reported by Webster Financial Corporation on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Webster Financial Corporation’s 10-Q dated 2025-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Webster Financial Corporation's shareholder meeting held 2026-05-26, in the 2025-2026 proxy season, 511 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,801 separate fund positions. Their filings are grouped here into 8 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on an advisory (non- binding) basis, the compensation payments that will or may be… — FOR was 59% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Webster Financial Corporation's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2026-05-27.

Webster Financial Corporation proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).