Washington Trust Bancorp, Inc. (WASH) Earnings Call Transcript & Summary

Good morning, and welcome to the Washington Trust Bancorp, Inc.'s 2020 Annual Meeting of Shareholders. [Operator Instructions] I would now like to turn the meeting over to Edward Handy, Chairman and Chief Executive Officer.

Good morning. I'm Ned Handy, Chairman and Chief Executive Officer, and I will be presiding over the Washington Trust Bancorp, Inc.'s Annual Meeting of Shareholders. On behalf of Washington Trust's Board of Directors and executive team, I would like to welcome you and thank you for your continued support of our corporation. As you know, we traditionally hold our annual meeting in Westerly. However, due to the COVID-19 outbreak and to ensure everyone's health and safety, this year's meeting is being held as a live webcast. Each year, our Board and leadership team looks forward to interacting with our shareholders, highlighting our successes and laying out our plans for the future. So it is very disappointing to have to conduct this meeting virtually. We look forward to hosting the meeting in person next year. I would like to comment briefly on our preparedness for and response to the COVID-19 crisis. As the oldest community bank in the nation, Washington Trust has weathered many storms and has always been there to help our employees, customers, communities and shareholders through difficult times. This pandemic has caused unprecedented disruption to our economy, our communities and our lives. And once again, Washington Trust has been there to help. As the pandemic spread, we quickly put our business continuity plan into action. We shifted to drive up banking with lobby services remaining available by appointment and transitioned approximately 90% of our nonbranch staff to remote work. We continue to work with customers who are experiencing financial difficulty by providing payment relief and other assistance and have dedicated significant resources to assist businesses with loans through the Small Business Administration's Paycheck Protection Program. As a community bank, we realize the important role we play in helping our neighbors through this crisis, and therefore, we've provided financial assistance to local nonprofits and various initiatives to support those in needs. I'm tremendously proud of the incredible dedication, spirit of teamwork and genuine sense of caring that our team has displayed during this time of crisis. While we typically review our financial results at the annual meeting, today's webcast will focus on the items of business presented in our proxy statement. To learn more about our recent financial performance and COVID-19 response, please visit our website, ir.washtrust.com. Washington Trust continues to have a solid financial foundation, a strong capital base, and with your support, we are prepared to face the challenges ahead. Before we begin the business portion of today's meeting, I would like to make a few introductions. Joining me on today's call are our President and Chief Operating Officer, Mark Gim; our Chief Financial Officer and Treasurer, Ron Ohsberg; and our Corporate Secretary, Kristen DiSanto. All members of the corporation's Board of Directors are participating in today's meeting. Additionally, Bill Hoving, partner from Crowe LLP, is on the call and available to respond to questions. I would like to recognize 2 distinguished members of our Board who are retiring effective as of today's meeting. Jack Treanor is retiring after 21 years of service to the corporation. Jack served as the corporation's President and Chief Operating Officer from 1999 until his retirement in 2009 and has served on the corporation's Board and the Board of our subsidiary bank, The Washington Trust Company, since 2001. During his tenure, he served on the executive committees of the corporation and bank boards. He also served on the finance, trust and building committees of the bank's Board. Jack has had a long and distinguished career in the financial services industry. He played a significant role in shaping and guiding Washington Trust through a period of significant growth and success, always providing strategic guidance and keen insight. On behalf of the executive team, the Board and our shareholders, Jack, we thank you for your service. Also retiring as of today's meeting is Doug Randall, who has served on the corporation's Board and the Board of our subsidiary bank since 2000. During his tenure, he served on the finance, trust and building committees of the bank's Board. And Doug has more than 48 years of experience in realty and property use matters and currently serves as Chief Executive Officer of Randall Realtors and several related real estate firms. Washington Trust has benefited greatly from his extensive knowledge and experience in the real estate industry. We thank Doug for his service and wish him the best of luck in the future. Also joining us today is Sandra Glaser Parrillo, who will officially join our Board of Directors with today's election and will be appointed to the Board's Audit Committee. Sandy is a well known and respected member of the Rhode Island community. She currently serves as President and Chief Executive Officer of The Providence Mutual Fire Insurance Company, a property-casualty mutual insurance company with operations in New England, New Jersey and New York. Sandy has extensive experience in leading a successful financial services company as well as serving on governing boards of numerous nonprofit and for-profit corporations. Those qualifications, along with Sandy's expertise in strategic thinking, critical analysis and regulatory matters, make her a strong addition to our Board. We welcome Sandy to the Board and look forward to her contributions in the years ahead. With that, I would like to officially call to order the 2020 Annual Meeting of the Shareholders of Washington Trust Bancorp, Inc. This meeting is held pursuant to the bylaws of the corporation and written notice to all shareholders. The Board has appointed Elizabeth B. Eckel, Senior Vice President and Chief Marketing and Communications Officer of the corporation's subsidiary bank, to serve as the inspector of elections for today's meeting. Since the meeting is being held virtually, we want to remind shareholders that you may submit questions at any time during this meeting in the space provided on the virtual meeting screen. We will address shareholder questions during the meeting as they pertain to the proposals being considered at that particular time. Other shareholder questions will be addressed at the end of the meeting. Please see the rules of conduct posted along with other meeting materials on the Broadridge site. I'd now like to introduce our Corporate Secretary, Kristen DiSanto, who will conduct the formal business portion of this meeting. Kristen?

Thank you, Ned. Good morning. We have received an affidavit of mailing from Broadridge Financial Solutions certifying that the Notice of Annual Meeting of Shareholders and Internet Availability of Proxy Materials was duly given on March 17, 2020 to all shareholders of record at the close of business on March 2, 2020. As of March 2, 2020, there were 17,363,457 shares of common stock of the corporation outstanding. Approximately 86% of the shares are represented in person or by proxy at the annual meeting. As proper notice was given and a quorum is present, this meeting is duly convened for the purpose of transacting such business as may properly come before it. The polls are open for shareholders to vote. However, you do not need to vote at this meeting if you have already voted by proxy. If you wish to change your previously submitted vote or if you wish to vote, you may do so while the polls are open by following the instructions on the meeting website. The first item on the agenda is the election of 3 directors. The articles of incorporation provide that our Board will be divided into 3 classes as equal in size as possible. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated John J. Bowen, Robert A. DiMuccio and Sandra Glaser Parrillo to serve for terms ending in 2023 and until their successors are duly qualified and elected. Each nominee's qualifications are described in this year's proxy statement. As no other persons have been nominated in accordance with the corporation's governing documents, the nominations are now closed. Are there any questions concerning this proposal? Being none, we will move to the second proposal. The second proposal to be voted upon is the ratification of the selection of Crowe LLP as the independent registered public accounting firm of the corporation for the year ending December 31, 2020. Are there any questions concerning this proposal? Seeing none, we will move to the third proposal. The third proposal is a nonbinding advisory resolution to approve the compensation of the corporation's named executive officers. Are there any vote -- any questions concerning this proposal? Being none, that concludes the matters to be voted on. As outlined in the notice of annual meeting, I hereby declare the polls closed for voting on all proposals. Based on the preliminary voting results, each of the 3 director nominees has been elected, the selection of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2020 has been ratified, and the nonbinding advisory resolution to approve the compensation of the corporation's named executive officers has been approved. The final voting results of today's meeting will be reported on a Form 8-K filed with the SEC within the next 4 business days. This filing will also be posted on the corporation's website. That concludes the formal business of this meeting and I now declare the meeting adjourned. I'll turn it back over to Ned to respond to any shareholder questions that may have been submitted during the meeting.

Thank you, Kristen. I see that no questions have been submitted. So that will conclude today's meeting, and I want to thank you all for joining us. For more information about Washington Trust, please visit our website at www.washtrust.com. Thank you very much.