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

Good morning, and welcome to Washington Trust Bancorp, Inc.'s 2021 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. On behalf of Washington Trust's Board of Directors and Executive Team, I'd like to welcome you to Washington Trust Bancorp, Inc.'s 2021 Annual Meeting of Shareholders. I'll be presiding over today's meeting, which is being held live via webcast and will be available for replay shortly after the meeting on our Investor Relations website, ir.washtrust.com . This is the second straight year in which we've held our annual meeting virtually due to the COVID-19 pandemic and other restrictions. Believe me, there's no place I'd rather be right now than in Downtown Westerly, greeting each of you personally as has been our tradition for decades. However, the health, safety and well-being of our shareholders, executives and attendees is paramount to us. So we'll need to take a rain check and hope that future meetings can be held in person. Before we start the business portion of the meeting, I'd like to make a few brief comments. Washington Trust produced strong financial results in 2020, which is remarkable considering what transpired during the year. The COVID-19 pandemic brought the world to a standstill and abruptly forced us to change the way we work, the way we communicate and the way we serve our customers. I'm proud to say Washington Trust never missed a beat. Our team quickly implemented our business continuity plan, seamlessly adapted to new work environments and safety protocols and continued to provide top-quality service to our customers and support local businesses and our community. I believe our company has emerged even stronger. 2021 results, released just last week, reflect increased earnings and profitability over 2020 levels. Our team continues to work closely with customers and businesses to ensure their financial needs are being met as the economy slowly begins to open and recover. We are cautiously optimistic about the year ahead as the health care crisis lingers and its impact is still being felt throughout our region, but we remain committed to pursuing future growth and enhancing shareholder value. I'd now like to introduce our executive team who are joining us on today's call: Mark Gim, President and Chief Operating Officer; Ron Ohsberg, Chief Financial Officer and Treasurer; and Kristen DiSanto, Corporate Secretary. 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. And now I'd like to recognize a [ distinguished ] member of our Board, who is retiring effective as of today's meeting. Katherine Hoxsie is retiring after 30 years of service on the corporation's Board and the Board of our subsidiary bank, the Washington Trust Company. Katherine was our first female director. Today, over 1/3 of our Board is female. A certified public accountant and financial expert, Katherine has served on the Audit Committee of the corporation and bank Boards for her entire tenure and has served as Audit Committee Chair for the past 23 years. She also served on our Loan Review and Ethics committees, both of which were folded into the Audit Committee in 1999. Katherine's involvement in this critical committee spans 3 decades, over which Washington Trust experienced tremendous growth in both size and complexity and saw an exponential increase in the use of financial services technology. She has played a significant role in shaping the Board's oversight of financial reporting, accounting practices, internal controls, data security and overall risk management. In addition, Katherine has served on the Nominating and Corporate Governance Committee since 1997 and played a key role in the selection of our last 3 CEOs and the majority of our directors. She also serves on the corporation and bank's executive committee and serves on the bank's Trust Committee. For all of these accomplishments and contributions, it is her approach to her role as a director that we will miss most. She's intellectually curious and approaches each situation with a healthy level of professional skepticism. She has tremendous integrity and is never afraid to ask difficult questions or have uncomfortable conversations. Washington Trust has benefited greatly from her extensive knowledge and [indiscernible], and she will certainly be missed. On behalf of the executive team, the Board and our shareholders, Katherine, we thank you for your service over the past 30 years and wish you much health and happiness in retirement. Also joining us today is Lisa Stanton, who will officially join our Board of Directors with today's election and will be appointed to the Board's Audit Committee. Lisa has more than 25 years of financial services, technology and data security experience, most recently serving as an executive for American Express through her retirement in April of 2020. She has held executive leadership roles with numerous financial services companies, including InAuth, a digital security platform deployed by financial institutions globally to protect their mobile and online banking capabilities; monetized a technology company that hosted a mobile banking and payments platform for banks and credit unions and several financial institutions in the Northeast. She currently serves on the Board of Directors of Trulioo, an on-demand global identity verification company based in Vancouver, Canada. Lisa's extensive experience in the financial services industry, as well as her expertise in the areas of data security, digital and technology platforms, mobile and online channels, card and payment products, identity verification and risk management make her a strong addition to our Board. We welcome Lisa and look forward to her contributions in the years ahead. With that, I'd like to officially call to order the 2021 Annual Meeting of 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. [Operator Instructions] 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 from Broadridge Financial Solutions, certifying that the notice of annual meeting of shareholders and Internet availability of proxy materials was duly given on March 16, 2021, to all shareholders of record at the close of business on March 2, 2021. As of March 2, 2021, there were 17,281,574 shares of common stock of the corporation outstanding, approximately 87.1% [ are represented in person or ] by proxy at this annual meeting. As proper notice has been given and a quorum is present, this meeting is duly convened for the purpose of transacting such business as made 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 vote or change your previously submitted 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 4 directors. The articles of incorporation provide that our Board shall 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 Constance A. Howes, Esq; Joseph J. MarcAurele; Edwin J. Santos and Lisa M. Stanton to serve for a 3-year term and until their successors are duly qualified and elected. [ Each nominee's qualifications ] are described in this 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? Seeing none, we will move on to the next proposal. The second proposal to be voted upon is the approval of an amendment to the corporation's Restated Articles of Incorporation, creating a new class of capital stock, which shall be designated as [ undesignated preferred stock ]. Are there any questions concerning this proposal? Seeing none, we will move on to the next proposal. The third proposal to be voted upon is the ratification of the selection of Crowe LLP as the independent registered public accounting firm for the corporation for the year ended -- ending December 31, 2021. Are there any questions concerning this proposal? Seeing none, we will move on to the next proposal. The final proposal is a [ non-binding advisory resolution to approve ] the compensation of the corporation's named executive officers. Are there any questions concerning this proposal? Seeing none, that concludes the matters to be voted upon as outlined in the notice of annual meeting, and I hereby declare the polls closed for voting on all proposals. Based on preliminary voting results, each of the 4 director nominees has been elected. The amendment to the corporation's... [Technical Difficulty]

Mark would you like to continue?

Please stand by for 1 minute as I am putting Mark on stage. Thank you, everyone. Mark, you are now live on stage. Thank you.

Thank you. The amendment to the corporation's Restated Articles of Incorporation has been approved. The selection of Crowe LLP as the independent registered public accounting firm [ for the year ending December 31, 2021 ] 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 by the SEC -- 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, and I now declare the meeting adjourned. I'll turn it back over to Ned Handy to respond to any shareholder questions that have been submitted during the meeting. Ned?

Thank you, Mark. Seeing no questions have been submitted. That will conclude today's meeting. I want to thank you all for joining us. And for more information about Washington Trust, please visit our website at www.washtrust.com. Thank you all.