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Get filing alertsWebster Financial stockholders approve Banco Santander acquisition with 98.7% support
Filed May 27, 2026 · Period ending May 26, 2026 · ~1 min read
Key Changes
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Stockholders voted overwhelmingly to approve Webster Financial's acquisition by Banco Santander in a cash and stock transaction, with 115.8M votes for versus 1.3M against (98.7% approval rate). The transaction agreement was originally signed February 3, 2026.
Item 5.07 verify on EDGAR → -
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Strong turnout of 72.3% of outstanding shares (117.3M of 162M shares) participated in the May 26 special meeting, providing legitimacy to the approval and clearing the path for the acquisition to proceed.
Item 5.07 verify on EDGAR → -
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Executive compensation related to the deal received narrower approval at 58.5% (68M for vs 48.1M against), showing stockholder concern about management payouts despite supporting the underlying transaction. This advisory vote was non-binding.
Item 5.07 verify on EDGAR →
Summary
Webster Financial Corporation's stockholders have decisively approved the company's acquisition by Spanish banking giant Banco Santander in a cash and stock deal. At a special meeting on May 26, 2026, nearly 99% of votes cast supported the transaction, with strong participation representing over 72% of all outstanding shares.
The overwhelming approval clears a critical hurdle for the deal originally announced in early February. Retail holders should note that while the acquisition itself sailed through, executive compensation tied to the deal faced notably more resistance.
Only 58.5% of votes supported management's transaction-related payouts, suggesting stockholder unease about how executives are being rewarded even as they approved selling the company. This split verdict is common in M&A votes but worth monitoring. Investors should now watch for regulatory approvals and the formal closing timeline. The combination of cash and stock consideration means Webster shareholders will need to understand their tax implications and, for the stock portion, evaluate their comfort holding Banco Santander shares post-close.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
FOR | AGAINST | ABSTAIN | 115,788,667 | 1,279,203 | 192,086
The Transaction Proposal received overwhelming stockholder support with 115,788,667 votes in favor, 1,279,203 votes against, and 192,086 abstentions. This represents approximately 98.7% approval among votes cast, clearing the required threshold for the acquisition to proceed.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 29, 2026 · How we verify