Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On April 28, 2023, Webster Financial Corporation (the "Company") filed an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware, which became effective upon filing. As further described in the Definitive Proxy Statement, filed by the Company on March 15, 2023 (the "Proxy Statement"), the Amendment limits the liability of certain officers of the Company as permitted pursuant to recent Delaware General Corporation Law amendments.

A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the changes contained in the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 26, 2023, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 157,003,330 shares were present or represented by proxy at the meeting, representing 89.9% of all shares entitled to vote at the Annual Meeting. At the Annual Meeting, the Company's stockholders voted on six proposals, each of which is described in the Proxy Statement. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for or against each matter and the number of abstentions and, if applicable, broker non-votes with respect to each matter:

Proposal 1 - Election of Directors

The Company's stockholders elected fifteen individuals to the Board of Directors to serve one-year terms, as set forth below:



                                                                            BROKER
NOMINEES                     FOR            AGAINST         ABSTAIN       NON-VOTES
John R. Ciulla            144,543,496        1,169,446       119,053       11,171,335
Jack L. Kopnisky          140,776,946        4,913,875       141,174       11,171,335
William L. Atwell         139,425,407        6,277,174       129,414       11,171,335
John P. Cahill            134,589,665       11,110,302       132,028       11,171,335
E. Carol Hayles           143,985,898        1,719,819       126,278       11,171,335
Linda H. Ianieri          143,652,507        2,053,594       125,894       11,171,335
Mona Aboelnaga Kanaan     144,566,000        1,140,846       125,149       11,171,335
James J. Landy            144,595,696        1,100,917       135,382       11,171,335
Maureen B. Mitchell       144,591,229        1,112,103       128,663       11,171,335
Laurence C. Morse         135,545,005       10,156,250       130,740       11,171,335
Karen R. Osar             137,965,439        7,740,189       126,367       11,171,335
Richard O'Toole           137,273,007        8,417,118       141,870       11,171,335
Mark Pettie               144,655,532        1,044,911       131,552       11,171,335
Lauren C. States          144,819,423          876,025       136,547       11,171,335
William E. Whiston        144,574,606        1,110,438       146,951       11,171,335

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Proposal 2 - Say-on-Pay

The Company's stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as set forth below:

FOR AGAINST ABSTAIN BROKER NON-VOTES 137,324,963 8,200,914 306,118 11,171,335

Proposal 3 - Frequency of Say-on-Pay

The Company's stockholders recommended, on a non-binding, advisory basis, that future advisory votes on the compensation of the named executive officers of the Company be held annually. The voting results are set forth below:

ONE YEAR TWO YEARS THREE YEARS ABSTAIN BROKER NON-VOTES 140,362,967 201,241 4,812,660 455,127 11,171,335

In light of these results and in accordance with its previous recommendation in the Proxy Statement for the Annual Meeting, the Company's Board of Directors determined that the Company will hold future advisory Say-on-Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say-on-Pay votes. The next advisory vote regarding the frequency of Say-on-Pay votes is required to occur no later than the Company's 2029 Annual Meeting of Stockholders.

Proposal 4 - Amendment to the Webster Financial Corporation 2021 Stock Incentive Plan

The Company's stockholders approved an amendment to the Webster Financial Corporation 2021 Stock Incentive Plan to, among other things, increase the total number of shares authorized for issuance under such plan, as set forth below:

FOR AGAINST ABSTAIN BROKER NON-VOTES 139,784,094 5,753,499 294,402 11,171,335

Proposal 5 - Amendment to the Company's Fourth Amended and Restated Certificate of Incorporation

The Company's stockholders approved an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company, as set forth below:

FOR AGAINST ABSTAIN BROKER NON-VOTES 128,295,134 17,280,514 256,347 11,171,335

Proposal 6 - Auditor Ratification

The Company's stockholders ratified the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023, as set forth below:



    FOR        AGAINST    ABSTAIN
154,997,047   1,847,534   158,749

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Item 9.01 Financial Statements and Exhibits





 (d) Exhibits.



Exhibit
Number       Description

3.1            Certificate of Amendment to Fourth Amended and Restated Certificate
             of Incorporation of the Company

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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