(d)
As reported in the Original Form 8-K, at the Annual Meeting, a majority of votes of the shareholders of the Company were cast in favor of holding an annual say-on-pay vote. At a meeting held on June 5, 2017, the Board of Directors of the Company considered the outcome of this advisory vote and determined that the Company will hold future say-on-pay votes on an annual basis until the next required vote on the frequency of shareholder votes on executive compensation or until the Board of Directors of the Company determines that it is in the best interest of the Company to hold such vote with a different frequency.

About WEBSTER FINANCIAL CORPORATION (NYSE:WBS)

Webster Financial Corporation is a bank and financial holding company. The Company’s segments include Commercial Banking, Community Banking, HSA Bank, Private Banking, and Corporate and Reconciling. The Commercial Banking segment includes middle market, asset-based lending, commercial real estate, equipment finance, and treasury and payment solutions. The Community Banking segment consists of personal banking, business banking and a distribution network consisting of banking centers and automated teller machines (ATMs), telephone banking, and Web and mobile-based banking services. HSA Bank, a division of Webster Bank, offers health savings accounts, health reimbursement accounts, flexible spending accounts and other financial solutions for healthcare. The Private Banking segment provides full relationship banking that serves high net worth clients, not-for-profit organizations and business clients for asset management, trust, loan, and deposit products and financial planning services.