People s United Financial, Inc.

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 1, 2018 People s United Financial, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 850 Main Street, Bridgeport, CT (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code (203) Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Exchange Act ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Item Completion of Acquisition or Disposition of Assets. On October 1, 2018, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated June 18, 2018 (the Merger Agreement ), by and between People s United Financial, Inc. ( People s United ) and First Connecticut Bancorp, Inc. ( First Connecticut ), the merger of People s United and First Connecticut (the Merger ), in which First Connecticut merged with and into People s United, with People s United as the surviving corporation, became effective. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the Effective Time ), holders First Connecticut common stock, par value $0.01 per share ( First Connecticut Common Stock ), became entitled to receive shares (the Exchange Ratio ) of People s United common stock, par value $0.01 per share ( People s United Common Stock ), for each share of First Connecticut Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held in treasury by First Connecticut or otherwise owned by First Connecticut or People s United (with limited exceptions)), with cash payable in lieu of any fractional shares. At the Effective Time, each option granted by First Connecticut to purchase shares of First Connecticut Common Stock under the First Connecticut stock incentive plans that was outstanding and unexercised immediately prior to the Effective Time (the First Connecticut Options ) that vested on or prior to the Effective Time (a Vested First Connecticut Option ), was cancelled and converted automatically into the right to receive a number of shares of People s United Common Stock equal to the quotient of (i) the product of (A) the number of shares of First Connecticut Common Stock subject to such First Connecticut Option multiplied by (B) the excess, if any, of (1) the product of (x) the Exchange Ratio and (y) the People s United Share Closing Price (as defined below) over (2) the exercise price per share of First Connecticut Common Stock of such First Connecticut Option, divided by (ii) $17.30, which is the average closing-sale price of the People s United Common Stock for the five full trading days ending on the trading day immediately preceding October 1, 2018 (the People s United Share Closing Price ), net of applicable tax withholdings, with cash payable in lieu of any fractional shares. At the Effective Time, each First Connecticut Option that was not a Vested First Connecticut Option that was outstanding and unexercised immediately prior to the Effective Time (an Unvested First Connecticut Option ) was cancelled, and in consideration of such cancellation, People s United granted the holder of such Unvested First Connecticut Option a substitute option (a Substitute Stock Option ) to acquire a number of shares of People s United Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of First Connecticut Common Stock subject to such Unvested First Connecticut Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, and at an exercise price per share of People s United Common Stock (rounded up to the nearest whole cent) equal to (A) the per share exercise price for the shares of First Connecticut Common Stock purchasable pursuant to such First Connecticut Option divided by (B) the Exchange Ratio, and having the same vesting and exercise conditions as applicable, prior to the Effective Time, to such Unvested First Connecticut Option to which such Substitute Stock Option relates. In addition, at the Effective Time, each performance-based restricted stock unit that was granted by First Connecticut under the First Connecticut stock incentive plans that was outstanding immediately prior to the Effective Time (the First Connecticut PSUs ), whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, was cancelled and converted automatically into the right to receive a number of shares of People s United Common Stock equal to the product of (i) the number of shares of First Connecticut Common Stock subject to such First Connecticut PSU at the target level of performance applicable to such First Connecticut PSU, as determined in accordance with the applicable award agreement pursuant to which such First Connecticut PSU was granted, multiplied by (ii) the Exchange Ratio, net of applicable tax withholdings, with cash payable in lieu of any fractional shares. Furthermore, at the Effective Time, each other equity-based award that was outstanding immediately prior to the Effective Time and that was granted by First Connecticut under the First Connecticut stock incentive plans that was not a First Connecticut Option or a First Connecticut PSU (the Other First Connecticut Equity Awards ) that vested, by its terms, upon the Effective Time (a Vested Other First Connecticut Equity Award ) was cancelled and converted automatically into the right to receive a number of shares of People s United Common Stock equal to the product of (i) the number of shares of First Connecticut Common Stock subject to such Vested Other First Connecticut Equity Award multiplied by (ii) the Exchange Ratio, net of applicable tax withholdings, with cash payable in lieu of any fractional shares. In addition, at the Effective Time, each Other First Connecticut Equity Award that was not a Vested Other First Connecticut Equity Award that was outstanding immediately prior to the

3 Effective Time (an Unvested Other First Connecticut Equity Award ) was cancelled, and in consideration of such cancellation, People s United granted the holder of such cancelled Unvested Other First Connecticut Equity Award a substitute equity award (a Substitute Equity Award ) covering a number of shares of People s United Common Stock (rounded to the nearest whole share, with 0.50 being rounded upward) equal to the product of (i) the number of shares of First Connecticut Common Stock subject to such Unvested Other First Connecticut Equity Award multiplied by (ii) the Exchange Ratio, and having the same vesting conditions applicable, prior to the Effective Time, to such Unvested Other First Connecticut Equity Award to which such Substitute Equity Award relates. Immediately following the Merger, Farmington Bank, a Connecticut-chartered stock savings bank and a wholly-owned subsidiary of First Connecticut, merged with and into People s United Bank, National Association, a national banking association and a wholly-owned subsidiary of People s United, with People s United Bank, National Association as the surviving entity. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 1, 2018, Amendment No. 1 (the Amendment ) to the People s United Amended and Restated 2014 Long-Term Incentive Plan (the LTIP ) became effective following its approval by the Board of Directors of People s United. The Amendment provides that the number of shares of People s United Common Stock which may be granted under the Plan shall be increased by 138,998 in addition to the 75,850,000 shares of People s United Common Stock which were previously reserved for issuance under the LTIP. The number of additional shares of People s United Common Stock reserved for issuance pursuant to the Amendment equals the number of shares of People s United Common Stock subject to the Substitute Stock Options and Substitute Equity Awards to be issued pursuant to the Merger Agreement. The Amendment was adopted pursuant to the exception from Nasdaq s requirement of shareholder approval of material amendments to equity compensation plans for plans or arrangements relating to an acquisition or merger provided by Nasdaq Listing Rule 5635(c)(3). The additional shares of People s United Common Stock reserved for issuance under the LTIP pursuant to the Amendment were originally shares available for issuance under First Connecticut s stock incentive plans, as adjusted to reflect the consummation of the transactions contemplated by the Merger Agreement. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, of which a copy is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 7.01 Regulation FD Disclosure On October 1, 2018, People s United issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Business Acquired The financial statements required to be filed under this Item 9.01(a) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information The pro forma financial information required to be filed under this Item 9.01(b) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.

4 (d) The following Exhibits are submitted herewith. Exhibit No. Description 2.1 Agreement and Plan of Merger by and among People s United Financial, Inc. and First Connecticut Bancorp, Inc., dated as of June 18, 2018 (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by People s United Financial, Inc. on June 21, 2018) 10.1 Amendment No. 1 to People s United Amended and Restated 2014 Long-Term Incentive Plan, dated as of October 1, Press Release, dated October 1, 2018, announcing completion of the Merger (furnished pursuant to Item 7.01 as part of this Current Report on Form 8-K and is not to be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section)

5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. People s United Financial, Inc. (Registrant) Date: October 1, 2018 By: /s/ Robert E. Trautmann (Signature) Name: Robert E. Trautmann, Esq. Title: Senior Executive Vice President and General Counsel

6 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO THE PEOPLE S UNITED FINANCIAL, INC LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED, FEBRUARY 16, 2017 WHEREAS, People s United Financial, Inc., a Delaware corporation (the Company ), maintains the People s United Financial, Inc Long-Term Incentive Plan, as amended and restated, February 16, 2017 (the Plan ); WHEREAS, Section 15(b) of the Plan provides that the Board of Directors of the Company (the Board ) may amend the Plan; WHEREAS, the Board has previously approved that certain Agreement and Plan of Merger (the Merger Agreement ) between the Company and First Connecticut Bancorp, Inc., a Maryland corporation ( First Connecticut ); WHEREAS, in connection with the transactions contemplated by the Merger Agreement and pursuant to Section 1.7 of the Merger Agreement, certain First Connecticut equity awards granted pursuant to the First Connecticut Bancorp, Inc Stock Incentive Plan and the First Connecticut Bancorp, Inc Stock Incentive Plan (the First Connecticut Stock Plans ) will be cancelled and the Company will grant the holders thereof Awards (as defined in the Plan) in accordance with the Merger Agreement; WHEREAS, conditioned upon the occurrence of the Effective Time (as defined in the Merger Agreement), the Board determined to amend the Plan to increase the number of Shares (as defined in the Plan) by an amount equal to the number of Shares subject to the Substitute Options (as defined in the Merger Agreement) and Substitute Equity Awards (as defined in the Merger Agreement), with such Shares originating from and having been previously approved for issuance pursuant to the First Connecticut Stock Plans; and WHEREAS, the undersigned officer has been duly authorized by the Company to execute such amendments. NOW, THEREFORE, the Company hereby amends the Plan, as follows, effective as of the Effective Time (as defined in the Merger Agreement), or as otherwise provided herein: 1. Section 1(b) of the Plan is amended in its entirety to read as follows: (b). Effective Date. This Plan will become effective on the Effective Date, as defined in the Merger Agreement (the Effective Date ). Awards may be granted under this Plan on and after the Effective Date. 2. Section 2 of the Plan is amended by adding the following Section 2(aa) after the current Section 2(z) and updating any lettering in or references to Section 2: (aa) Merger Agreement means that certain Agreement and Plan of Merger between the Company and First Connecticut Bancorp, Inc., a Maryland corporation. 3. Section 6(a) of the Plan is amended in its entirety to read as follows: (a) Plan Reserve. Subject to adjustment as provided in Section 17, an aggregate of 75,850,000 Shares are reserved for issuance under this Plan. The Shares reserved for issuance may be either authorized and unissued Shares or Shares reacquired at any time and now or hereafter held as treasury stock. The aggregate number of Shares reserved under this Section 6(a) shall be depleted by one Share for each Share subject to an Award issued pursuant to the Merger Agreement, an Option or a SAR (that will be settled in Shares), and the aggregate number of Shares reserved under this Section 6(a) shall be depleted by 5.32 Shares for each Share subject to an Award other than an Award issued pursuant to the Merger Agreement, an Option or a SAR. For purposes of determining the aggregate number of Shares reserved for issuance under this Plan, any fractional Share shall be rounded to the next highest full Share. In addition, for the sole purposes of satisfying the Company s obligations under the Merger Agreement, 138,998 Shares, originating from the First Connecticut Bancorp, Inc Stock Incentive Plan and the First Connecticut Bancorp, Inc Stock Incentive Plan and adjusted to reflect the consummation of the transactions contemplated by the Merger Agreement, are authorized for issuance under the Plan. 4. Except as amended hereby, nothing herein shall be deemed to waive or modify any of the provisions of the Plan and the Plan shall remain in full force and effect.

7 IN WITNESS WHEREOF, the Board and the Company, acting by the Company s duly authorized officer, hereby executes this amendment to be effective as herein provided. PEOPLE S UNITED FINANCIAL, INC. By: /s/ David K. Norton David K. Norton Senior Executive Vice President and Chief Human Resources Officer Date: October 1, 2018 [Signature Page to Amendment No. 1 to the Amended and Restated 2014 Long-Term Incentive Plan]

8 Exhibit 99.1 FOR IMMEDIATE RELEASE October 1, 2018 People s United Financial, Inc. Completes Acquisition of First Connecticut Bancorp, Inc. BRIDGEPORT, Conn. People s United Financial, Inc. (NASDAQ: PBCT) the holding company for People s United Bank, N.A., announced today that it has completed its acquisition of First Connecticut Bancorp, Inc. (NASDAQ: FBNK) the holding company for Farmington Bank. The 100% stock transaction was announced on June 19, We are extremely pleased to welcome the employees and customers of Farmington Bank to People s United, said Jack Barnes, Chairman and Chief Executive Officer of People s United Financial. They have an experienced team and a similar culture that will strengthen our well-established presence in Connecticut, particularly in the Hartford region. We look forward to enhancing the experience of Farmington Bank customers with our complementary array of products and services, and access to our technology and digital capabilities. About People s United Bank, N.A. People s United Bank, N.A. is a subsidiary of People s United Financial, a diversified financial services company with $45 billion in assets. People s United Bank, founded in 1842, is a premier, community-based, regional bank in the Northeast offering commercial and retail banking, as well as wealth management services through a network of nearly 400 retail locations in Connecticut, New York, Massachusetts, Vermont, New Hampshire and Maine. Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, People s United s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as believe, expect, anticipate, intend, target, estimate, continue, positions, plan, predict, project, forecast, guidance, goal, objective, prospects, possible or potential, by future conditional verbs such as assume, will, would, should, could or may, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of People s United. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections. In addition to factors previously disclosed in People s United s and First Connecticut s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: difficulties and delays in integrating the First Connecticut business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of People s United s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the impact, extent and timing of technological changes; capital management activities; litigation; increased capital requirements, other regulatory requirements or enhanced regulatory supervision; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. ### People s United Bank. What know-how can do. Visit us at peoples.com and follow us on Facebook and Twitter.

9 Investor Contact: Andrew S. Hersom Investor Relations Media Contact: Steven Bodakowski Corporate Communications