Good morning, and welcome to the special meeting of stockholders of Webster Financial Corporation. Please welcome John Ciulla, Chairman of the Board and Chief Executive Officer.
Thank you. Good morning. Welcome to this special meeting of Webster stockholders to consider and vote on the proposals related to the proposed acquisition of Webster by Santander. I'm John Ciulla, Chairman of the Board and Chief Executive Officer of Webster. The agenda and rules of conduct can be found on the virtual meeting web portal. We will conduct the meeting in accordance with these documents. Before I call the meeting to order, I'll outline the order of business. We will present the proposals and vote on them. Most stockholders have previously voted by way of proxy. If you have already voted, your vote has been received by the Inspector of Election, and there is no need to take any further action unless you wish to change or revoke your vote.
If you do not wish to change your vote, you should not submit a vote online during this meeting, as doing so will revoke your prior proxy. Only validated stockholders as of the record date of April 13th, 2026, may vote on the web portal. This meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. I now call the special meeting of Webster stockholders to order. The Secretary has advised me that the notice of the meeting has been properly given pursuant to Webster's bylaws and applicable laws of Delaware, Webster's state of incorporation. The notice of meeting and proxy materials were mailed by Broadridge beginning on April 24th, 2026. They were sent to all stockholders of record as of April 13th, 2026. As a result, the meeting is being held pursuant to proper notice.
An affidavit from Broadridge as to the mailing of these documents to all stockholders of record of the company will be maintained with the minutes of the meeting. The Inspector of Election is Janice W. Castillo. The Inspector of Election has advised me that a quorum is present, and this special meeting is lawfully convened . We'll now proceed to the three proposals to be voted on today. The first proposal is to approve and adopt the transaction agreement dated as of February 3rd, 2026, by and among Webster Financial Corporation, Webster Virginia Corporation, and Banco Santander, S.A., pursuant to which Banco Santander will acquire Webster. The second proposal is the approval on an advisory basis of the compensation payments that will or may be made to Webster's named executive officers in connection with the transactions contemplated by the transaction proposal.
The third proposal is the approval of 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 document is timely provided. Approval of the transaction proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Webster common stock entitled to vote. Approval of the compensation proposal requires the affirmative vote of the majority of votes cast on the compensation proposal. Approval of the adjournment proposal requires the affirmative vote of the majority of votes cast on the adjournment proposal. These three items of business are the only matters we will consider at this special meeting. The Webster board unanimously recommends that stockholders vote for each of the foregoing proposals.
I strongly support the transaction and join the Webster board in its recommendation. The polls are now open for voting. Any stockholder who has not yet voted or wishes to change their vote may do so by following the instructions on the web portal. Once the votes have been tallied, we will conclude with a report on the voting. I hereby declare the polls are now closed. We've been informed by the Inspector of Election that the preliminary vote report shows that the number of shares represented at this meeting is sufficient to constitute a quorum for the transaction of business under our bylaws, and that the transaction proposal has been approved and the compensation proposal has been approved, and that the adjournment proposal is not necessary because the transaction proposal has been approved.
We will report the final vote results in a Form 8-K to be filed with the SEC within four business days. The board of directors and the management team value your participation and input today, and we appreciate the support and confidence of Webster stockholders. I now declare the meeting stands adjourned. As we close our final shareholder meeting, I want to express my deep gratitude to our colleagues, clients, partners, and shareholders. Your commitment and belief in our mission made it possible for Webster to be recognized as a leading commercial bank in the country. We are proud of what we have achieved together and appreciate the trust and collaboration that shaped our company's success for over 90 years. Thank you for your attendance and your support of Webster Financial Corporation.
Ladies and gentlemen, this concludes today's meeting. Thank you for participating. You may now disconnect.