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Compiled from SEC Form N-PX filings and Webster Financial Corporation’s Form 8-K, filed May 27, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of May 26, 2026: 3 items on Webster Financial Corporation’s Form 8-K, filed May 27, 2026: 2 approved · 1 without a stated outcome.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore Webster Financial Corporation in the interactive database Compare manager voting policies
These tallies are Webster Financial Corporation’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 27, 2026 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| 1. Proposal to approve and adopt the Transaction Agreement and the transactions contemplated thereby (the "Transaction Proposal") | 115,788,667 | 1,279,203 | 192,086 | -- | -- | 99% | Approved | — |
| 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") | 68,045,455 | 48,130,845 | 1,083,656 | -- | -- | 59% | Approved | — |
| 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 to ensure | 114,010,089 | 2,963,510 | 286,357 | -- | -- | 97% | Not verified | — |
Source: Webster Financial Corporation, Form 8-K, filed with the SEC on May 27, 2026 — read the filing on EDGAR.
Each item below shows how the 509 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.
Combines 4 wordings of this item as funds reported it.
99% Approved · of votes cast
Description as filed by funds: 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").
Webster Financial Corporation’s own tally for this item (“1. Proposal to approve and adopt the Transaction Agreement and the transactions contemplated thereby (the "Transaction Proposal")”): 115,788,667 for, 1,279,203 against — passed, per its Form 8-K filed May 27, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 102 asset managers below reported 44,524,197 for, 3 against, 192 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,151,094 | 3 | 0 | 0 | For |
| BlackRock | 8,595,383 | 0 | 0 | 0 | For |
| Invesco | 4,440,357 | 0 | 0 | 0 | For |
| Fidelity | 3,640,277 | 0 | 0 | 0 | For |
| Dimensional | 1,850,183 | 0 | 0 | 0 | For |
| MERGER FUND | 1,613,066 | 0 | 0 | 0 | For |
| Charles Schwab | 1,103,449 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 588,517 | 0 | 0 | 0 | For |
| TIAA | 497,701 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 495,701 | 0 | 0 | 0 | For |
| Legg Mason | 475,000 | 0 | 0 | 0 | For |
| Lincoln Financial | 390,529 | 0 | 0 | 0 | For |
| Jackson National | 380,777 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 366,916 | 0 | 0 | 0 | For |
| GMO | 318,352 | 0 | 0 | 0 | For |
| WisdomTree | 309,182 | 0 | 0 | 0 | For |
| Equitable | 270,244 | 0 | 0 | 0 | For |
| John Hancock | 222,201 | 0 | 0 | 0 | For |
| First Trust | 205,251 | 0 | 0 | 0 | For |
| Dunham Funds | 180,878 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 150,145 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 149,026 | 0 | 0 | 0 | For |
| Northern Trust | 132,880 | 0 | 0 | 0 | For |
| Gabelli | 121,200 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 117,115 | 0 | 0 | 0 | For |
Showing the 25 largest of 102 asset managers. See all 102 in the interactive database.
99% Approved · of votes cast
Description as filed by funds: 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"). "
Webster Financial Corporation’s own tally for this item (“1. Proposal to approve and adopt the Transaction Agreement and the transactions contemplated thereby (the "Transaction Proposal")”): 115,788,667 for, 1,279,203 against — passed, per its Form 8-K filed May 27, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Advisors' Inner Circle Fund III | 890 | 0 | 0 | 0 | For |
Fund voting reports, all 1 managers: 890 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Sendero Wealth Management, LLC | 70 | 0 | 0 | 0 | For |
Institutional-manager reports, all 1 managers: 70 for.
Combines 5 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: 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").
Webster Financial Corporation’s own tally for this item (“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 appro”): 114,010,089 for, 2,963,510 against, per its Form 8-K filed May 27, 2026 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 104 asset managers below reported 44,397,883 for, 102,014 against, 25,262 abstained, 192 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,151,085 | 11 | 0 | 0 | For |
| BlackRock | 8,595,383 | 0 | 0 | 0 | For |
| Invesco | 4,440,357 | 0 | 0 | 0 | For |
| Fidelity | 3,640,277 | 0 | 0 | 0 | For |
| Dimensional | 1,850,183 | 0 | 0 | 0 | For |
| MERGER FUND | 1,613,066 | 0 | 0 | 0 | For |
| Charles Schwab | 1,103,449 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 588,517 | 0 | 0 | 0 | For |
| TIAA | 497,701 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 495,701 | 0 | 0 | 0 | For |
| Legg Mason | 475,000 | 0 | 0 | 0 | For |
| Lincoln Financial | 343,668 | 46,861 | 0 | 0 | Mixed |
| Jackson National | 380,777 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 366,916 | 0 | 0 | 0 | For |
| GMO | 318,352 | 0 | 0 | 0 | For |
| WisdomTree | 309,182 | 0 | 0 | 0 | For |
| Equitable | 270,244 | 0 | 0 | 0 | For |
| John Hancock | 222,201 | 0 | 0 | 0 | For |
| First Trust | 205,251 | 0 | 0 | 0 | For |
| Dunham Funds | 180,878 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 150,145 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 149,026 | 0 | 0 | 0 | For |
| Northern Trust | 132,880 | 0 | 0 | 0 | For |
| Gabelli | 121,200 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 117,115 | 0 | 0 | 0 | For |
Showing the 25 largest of 104 asset managers. See all 104 in the interactive database.
100% of fund votes cast · no official result
The 2 asset managers below reported 768 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| McGowan Group Asset Management, Inc. | 729 | 0 | 0 | 0 | For |
| TEALWOOD ASSET MANAGEMENT INC | 39 | 0 | 0 | 0 | For |
100% of fund votes cast · no official result
The 2 asset managers below reported 768 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| McGowan Group Asset Management, Inc. | 729 | 0 | 0 | 0 | For |
| TEALWOOD ASSET MANAGEMENT INC | 39 | 0 | 0 | 0 | For |
Combines 18 wordings of this item as funds reported it.
59% Approved · of votes cast
Description as filed by funds: 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").
Webster Financial Corporation’s own tally for this item (“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")”): 68,045,455 for, 48,130,845 against — passed, per its Form 8-K filed May 27, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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 approved, on an advisory (non-binding) basis…”
Support: 59% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 15,128,752 | 22,344 | 2 | 0 | For |
| BlackRock | 8,595,383 | 0 | 0 | 0 | For |
| Invesco | 4,125,246 | 315,111 | 0 | 0 | Mixed |
| Fidelity | 3,640,277 | 0 | 0 | 0 | For |
| Dimensional | 0 | 1,850,183 | 0 | 0 | Against |
| MERGER FUND | 1,613,066 | 0 | 0 | 0 | For |
| Charles Schwab | 1,103,449 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 0 | 588,517 | 0 | 0 | Against |
| TIAA | 0 | 497,701 | 0 | 0 | Against |
| Investment Managers Series Trust II | 495,701 | 0 | 0 | 0 | For |
| Legg Mason | 0 | 475,000 | 0 | 0 | Against |
| Lincoln Financial | 0 | 390,529 | 0 | 0 | Against |
| Jackson National | 354,514 | 26,263 | 0 | 0 | Mixed |
| ARBITRAGE FUNDS | 366,916 | 0 | 0 | 0 | For |
| GMO | 0 | 318,352 | 0 | 0 | Against |
| WisdomTree | 309,182 | 0 | 0 | 0 | For |
| Equitable | 270,244 | 0 | 0 | 0 | For |
| John Hancock | 0 | 222,201 | 0 | 0 | Against |
| First Trust | 0 | 205,251 | 0 | 0 | Against |
| Dunham Funds | 0 | 180,878 | 0 | 0 | Against |
| TOUCHSTONE FUNDS GROUP TRUST | 0 | 150,145 | 0 | 0 | Against |
| AIG/SunAmerica | 0 | 149,026 | 0 | 0 | Against |
| Northern Trust | 0 | 132,880 | 0 | 0 | Against |
| Gabelli | 121,200 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 117,115 | 0 | 0 | Against |
Fund voting reports, all 106 managers: 37,493,903 for, 7,009,637 against, 25,264 abstained, 202 not voted, 116 mixed. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Invesco | 4,391,255 | 1,988,053 | 0 | 0 | Mixed |
| BlackRock | 5,785,001 | 164,734 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 3,169,478 | 0 | 0 | 0 | For |
| EARNEST PARTNERS LLC | 0 | 2,060,668 | 0 | 0 | Against |
| Fidelity | 1,710,323 | 0 | 0 | 0 | For |
| AQR | 0 | 1,680,312 | 0 | 0 | Against |
| WHITEBOX ADVISORS LLC | 1,398,832 | 0 | 0 | 0 | For |
| OAK RIDGE INVESTMENTS LLC | 0 | 1,359,148 | 0 | 0 | Against |
| Pentwater Capital Management LP | 0 | 1,359,148 | 0 | 0 | Against |
| Vanguard | 1,259,563 | 14,423 | 0 | 0 | For |
| Northern Trust | 0 | 1,232,174 | 0 | 0 | Against |
| Charles Schwab | 1,138,418 | 0 | 0 | 0 | For |
| Blackstone Inc. | 0 | 1,074,043 | 0 | 0 | Against |
| Hudson Bay Capital Management LP | 0 | 1,063,291 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 1,058,383 | 0 | 0 | 0 | For |
| AllianceBernstein | 1,048,007 | 0 | 0 | 0 | For |
| NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST | 0 | 1,029,499 | 0 | 0 | Against |
| Dimensional | 0 | 992,433 | 0 | 0 | Against |
| PUBLIC SECTOR PENSION INVESTMENT BOARD | 0 | 945,712 | 0 | 0 | Against |
| CAXTON ASSOCIATES LLP | 0 | 843,146 | 0 | 0 | Against |
| Clearbridge Investments, LLC | 0 | 805,162 | 0 | 0 | Against |
| TUDOR INVESTMENT CORP ET AL | 746,523 | 0 | 0 | 0 | For |
| Magnetar Financial LLC | 0 | 717,895 | 0 | 0 | Against |
| Goldman Sachs | 648,577 | 14,263 | 0 | 0 | For |
| Sand Grove Capital Management LLP | 0 | 0 | 591,917 | 0 | Abstain |
Institutional-manager reports, all 416 managers: 31,078,969 for, 29,153,507 against, 667,079 abstained, 12,202 not voted. Showing the 25 largest; see all in the interactive database.
43% Fund and manager reports combined; may count the same shares twice · no official result
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 0 | 74,793 | 0 | 0 | Against |
Fund voting reports, all 1 managers: 74,793 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| ALGEBRIS (UK) LTD | 0 | 173,035 | 0 | 0 | Against |
| GROUPAMA ASSET MANAGMENT | 148,438 | 0 | 0 | 0 | For |
| CAMBIAR INVESTORS LLC | 51,040 | 0 | 0 | 0 | For |
| ADVISORY RESEARCH INC | 0 | 27,402 | 0 | 0 | Against |
| ALGERT GLOBAL LLC | 12,060 | 0 | 0 | 0 | For |
| APG Asset Management US Inc. | 0 | 9,603 | 0 | 0 | Against |
| Wilshire Advisors LLC | 0 | 1,213 | 0 | 0 | Against |
| Convergence Investment Partners, LLC | 530 | 0 | 0 | 0 | For |
| Impact Investors, Inc | 0 | 0 | 0 | 0 | Not Voted |
| Sepio Capital, LP | 0 | 83 | 0 | 0 | Against |
| BlackRock | 59 | 0 | 0 | 0 | For |
Institutional-manager reports, all 11 managers: 212,127 for, 211,336 against, 105 not voted.
59% Approved · of votes cast
Description as filed by funds: Say on Pay
Webster Financial Corporation’s own tally for this item (“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")”): 68,045,455 for, 48,130,845 against — passed, per its Form 8-K filed May 27, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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 approved, on an advisory (non-binding) basis…”
Support: 59% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 2 asset managers below reported 648 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Arista Wealth Management, LLC | 593 | 0 | 0 | 0 | For |
| Empower | 55 | 0 | 0 | 0 | For |
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 168,594,276 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 8.99% |
| 2 | BlackRock | 5.10% |
| 3 | Invesco | 2.63% |
| 4 | Fidelity | 2.16% |
| 5 | Dimensional | 1.10% |
| 6 | MERGER FUND | 0.96% |
| 7 | Charles Schwab | 0.65% |
| 8 | Delaware/Macquarie | 0.35% |
| 9 | TIAA | 0.30% |
| 10 | Investment Managers Series Trust II | 0.29% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Invesco | 3.78% |
| 2 | BlackRock | 3.53% |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 1.88% |
| 4 | EARNEST PARTNERS LLC | 1.22% |
| 5 | Fidelity | 1.01% |
| 6 | AQR | 1.00% |
| 7 | WHITEBOX ADVISORS LLC | 0.83% |
| 8 | OAK RIDGE INVESTMENTS LLC | 0.81% |
| 9 | Pentwater Capital Management LP | 0.81% |
| 10 | Vanguard | 0.76% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| 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 March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At Webster Financial Corporation's shareholder meeting held May 26, 2026, in the 2025-2026 proxy season, 509 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,806 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… — Webster Financial Corporation's filing reports the proposal as approved, with 59% support 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). Source: Webster Financial Corporation's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 27, 2026.
Webster Financial Corporation proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.