AMENDED
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be
Held Wednesday, May 9, 2018
To the Stockholders of First
Connecticut Bancorp, Inc.:
The Annual Meeting of Stockholders
(the “Meeting”) of First Connecticut Bancorp, Inc., a Maryland corporation (the “Company”), will be held
at Central Connecticut State University, Memorial Hall-Constitution Room, 1615 Stanley Street, New Britain, Connecticut 06050,
on Wednesday, May 9, 2018, at 10:00 a.m. local time, for the following purposes:
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1.
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To elect three Class
I Directors to serve until 2021;
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2.
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To
consider and approve an advisory (non-binding) proposal on the Company’s executive
compensation;
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3.
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To
consider and act upon a proposal to ratify the appointment of PricewaterhouseCoopers
LLP as independent registered public accounting firm for the Company;
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4.
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To
conduct an advisory (non-binding) vote regarding the frequency of future votes regarding
the compensation of the Company’s named executive officers; and
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5.
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To
transact such other business as may properly come before the Meeting or any adjournments
thereof.
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Only stockholders of record
at the close of business on March 16, 2018 will be entitled to notice of and to vote at the Meeting and any adjournment or postponement
thereof.
The Proxy Statement made available
to stockholders on or about March 29, 2018 provides information about the matters you will be asked to consider and vote on at
the Meeting, except that additional information with respect to Item 4 listed above is set forth in the accompanying Supplement
to Proxy Statement.
It is important that your shares
be represented and voted at the Meeting. PLEASE SIGN, DATE AND RETURN THE ENCLOSED AMENDED PROXY CARD EVEN THOUGH YOU PLAN TO
ATTEND THE MEETING. Doing so will ensure your presence by proxy and allow your shares to be voted should anything prevent your
attendance in person.
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By Order of the Board of
Directors
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Jennifer
H. Daukas, Secretary
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April 6, 2018
Free
parking is available at the Vance Garage on Paul Manafort Drive, New Britain, Connecticut.
Memorial
Hall is handicapped accessible.
FIRST
CONNECTICUT BANCORP, INC.
One Farm
Glen Boulevard
Farmington,
Connecticut 06032
SUPPLEMENT
TO PROXY STATEMENT
This Supplement to Proxy Statement
(this “Supplement”) is being furnished to the holders of common stock of First Connecticut Bancorp, Inc., a Maryland
corporation (“FCB”), in connection with the solicitation of proxies by the Board of Directors of FCB for the Annual
Meeting of Stockholders of FCB (the “Meeting”) to be held at Central Connecticut State University, Memorial Hall-Constitution
Room, 1615 Stanley Street, New Britain, Connecticut 06050, on Wednesday, May 9, 2018 at 10:00 a.m. local time, and at any adjournments
and postponements thereof. This Supplement to Proxy Statement and the related amended proxy card are being mailed on or about
April 6, 2018, to holders of record of FCB’s common stock on March 16, 2018, the record date for the Meeting. As used herein,
the “Company” means both FCB and Farmington Bank, its wholly-owned subsidiary and a Connecticut chartered savings
bank.
On March 29, 2018, we filed
our proxy statement (the “Proxy Statement”) relating to the Meeting with the Securities and Exchange Commission (the
“SEC”) and made available to our stockholders the Proxy Statement and related proxy materials.
Subsequent to that date, we
determined that we had inadvertently omitted the required proposal to stockholders regarding the frequency of future advisory
(non-binding) votes regarding the compensation of the Company’s named executive officers. This Supplement has been prepared
to provide our stockholders with information regarding a new non-binding proposal to vote on whether future advisory votes on
the compensation of the Company’s named executive officers should occur every one year, every two years or every three years
(the “Say-On-Frequency Proposal”).
This Supplement is being furnished
to our stockholders of record as of the close of business on March 16, 2018, the record date for the determination of stockholders
entitled to notice of and to vote at the Meeting or at any adjournments thereof, pursuant to the accompanying Amended Notice of
2018 Annual Meeting of Stockholders. This Supplement and the Amended Notice of 2018 Annual Meeting of Stockholders supplement
and amend the Notice of 2018 Annual Meeting of Stockholders and the Proxy Statement, each dated March 29, 2018, previously mailed
or made available to our stockholders. This Supplement does not provide all of the information that is important to your decision
at the Meeting. Additional information is included in the Proxy Statement that was previously made available to our stockholders.
We encourage you to carefully read this Supplement together with the Proxy Statement.
Stockholders of record are
receiving an amended proxy card enclosed with this Supplement that includes the Say-On-Frequency Proposal under Item 4. Stockholders
of record may vote on all four proposals by submitting the amended proxy card enclosed with this Supplement. If you return an
executed proxy card without marking your instructions with regard to the matters to be acted upon, the proxy holders will vote
FOR the election of director nominees set forth in the Proxy Statement, FOR the approval of Proposals 2 and 3, and “1 YEAR”
on Proposal 4.
If you have already voted
and do not submit a new proxy card, your previously submitted proxy will be voted at the Meeting with respect to all other proposals
but will not be counted in determining the outcome of the Say-On-Frequency Proposal.
PROPOSAL
4
ADVISORY
(NON-BINDING) VOTE ON FREQUENCY OF SAY-ON-PAY VOTE
In accordance
with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (which was added by the Dodd-Frank
Wall Street Reform and Consumer Protection Act), and the related rules of the SEC, the Company is providing stockholders the opportunity
to indicate, on a non-binding, advisory basis, whether future advisory votes on executive compensation of the nature reflected
in Item 2 of the Proxy Statement should occur every one year, every two years or every three years. At the 2012
Annual Meeting of Stockholders, our stockholders indicated their preference for us to hold advisory votes on executive compensation
on an annual basis and the Board of Directors subsequently determined that we would hold an annual advisory vote on executive
compensation. Accordingly, the current frequency of our advisory votes on executive compensation is once every year. The next
scheduled advisory vote on executive compensation is scheduled to occur at the 2018 Annual Meeting of Stockholders.
Although
the Board of Directors recommends holding an advisory vote on executive compensation once every year, stockholders have the option
to specify one of four choices for this matter on the amended proxy card: every one year, every two years, every three years or
abstain. Stockholders are not voting to approve or disapprove of the Board’s recommendation. This advisory vote on the frequency
of future advisory votes on executive compensation is non-binding on the Board of Directors. Although non-binding, the Board and
the Compensation Committee will carefully review the voting results. Notwithstanding the Board’s recommendation and the
outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on executive compensation on a more
or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material
changes to compensation programs.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE TO CONDUCT FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY
1 YEAR
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VOTING;
REVOCABILITY OF PROXIES
If you sign
and return the amended proxy card, it will revoke and replace any previous proxy you have submitted. If you do not sign and return
the amended proxy card, your previous proxy will remain in effect, but it will not include any vote on the Say-On-Frequency Proposal.
In order to vote on the Say-On-Frequency Proposal, you must submit a vote on Item 4 and mail the amended proxy card, or attend
the Meeting and vote in person.
If you are
the beneficial owner of shares held in “street name,” your bank, broker or other nominee has forwarded you this Supplement
and the amended proxy card. As the beneficial owner of the shares, you have the right to direct your nominee concerning how to
vote your shares by using the voting instructions your nominee included in the mailing or by following your nominee’s instructions
for voting. If you want to vote your shares in person at the Meeting, you must contact your nominee directly in order to obtain
a proxy issued to you by your nominee holder.
If the amended
proxy card or original proxy card is properly signed, dated and returned and is not revoked, the proxy will be voted at the Meeting
in accordance with the stockholder’s instructions indicated on the proxy. If no instructions are indicated on the amended
proxy, the proxy will be voted “FOR” Proposal No. 1 regarding the election of each nominee for director; “FOR”
Proposal No. 2 regarding the approval of FCB’s executive compensation; “FOR” Proposal No. 3 regarding the ratification
of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm; and
“1 YEAR” on the advisory, non-binding Say-On-Frequency Proposal.
If you are
a “street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other
nominee will be unable to vote those shares with respect to any proposal as to which you provide no voting instructions, except
that your bank, broker or other nominee has the discretionary authority to vote your shares with respect to the ratification of
the appointment of PricewaterhouseCoopers LLP (Proposal 3).
If you are
a record holder, you may revoke your proxy at any time before it is voted at the Meeting by any of the following means:
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Filing a written
revocation of the proxy with the Secretary of FCB, Jennifer H. Daukas, c/o First Connecticut
Bancorp, Inc., One Farm Glen Boulevard, Farmington, Connecticut 06032;
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Submitting
a signed proxy card bearing a later date; or
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Attending
and voting in person at the Meeting provided you are the holder of record of your shares.
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If you are
a “street name” holder, contact your bank, broker or other nominee so that they can provide instructions explaining
how you may change or revoke your voting instructions.
APPENDIX
A
Using
a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 02TP6A
1 P C F + q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Annual Meeting
Proxy Card . C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign
Below IMPORTANT: Please sign this proxy exactly as your name or names appear on your share certificates. If shares are held by
more than one owner, each owner must sign. Executors, administrators, trustees, guardians and others signing in a representative
capacity should give their full titles. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature
within the box. Signature 2 — Please keep signature within the box. + Change of Address — Please print your new address
below. B Non-Voting Items A Proposals — The Board of Directors recommends a vote FOR all the nominees listed a vote FOR
Proposals 2 and 3 and a vote of “1 Year” for Proposal 4. For Against Abstain 2. The approval of an advisory (non-binding)
proposal on the Company’s executive compensation. 3. To ratify the appointment of PricewaterhouseCoopers LLP as independent
registered public accounting firm for the Company. 4. Advisory(non-binding) vote regarding the frequency of future advisory votes
on the Company’s executive compensation. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting.
IMPORTANT ANNUAL MEETING INFORMATION 01 - John A. Green 02 - James T. Healey, Jr. 03 - John J. Patrick, Jr. 1. Election of Directors:
For Against Abstain For Against Abstain For Against Abstain 5. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Meeting. 1 Year 2 Years 3 Years Abstain q PLEASE FOLD ALONG THE PERFORATION, DETACH
AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q .
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2018 ANNUAL MEETING OF THE STOCKHOLDERS TO BE HELD ON WEDNESDAY, MAY 9, 2018
The undersigned, revoking all prior proxies, do hereby constitute and appoint Ronald A. Bucchi and Kevin S. Ray or any of them,
my true and lawful attorney with full power of substitution as proxy, to represent and vote at the Annual Meeting of Stockholders
of the Company to be held on Wednesday, May 9, 2018, at 10:00 a.m., at Central Connecticut State University, Memorial Hall-Constitution
Room, 1615 Stanley Street, New Britain, Connecticut 06050 and at any adjournment or adjournments thereof and/or to vote at any
subsequent balloting on any matter considered at the aforementioned meeting, as fully and with the same effect as if I might or
could do were I personally present, with full power of substitution and revocation, hereby ratifying and confirming all that my
appointees or their substitutes shall lawfully do or cause to be done by virtue hereof; and I hereby revoke any proxy or proxies
heretofore given by me to any person or persons whatsoever for the above purposes. THIS PROXY WILL BE VOTED AS DIRECTED, OR IF
NO DIRECTION IS INDICATED, IT SHALL BE VOTED FOR PROPOSALS 1, 2 AND 3 AND “1 YEAR” FOR PROPOSAL 4. PLEASE COMPLETE,
DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Revocable Proxy — First Connecticut
Bancorp, Inc. IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER
MEETING TO BE HELD ON MAY 9, 2018. THE PROXY STATEMENT THE SUPPLEMENTAL PROXY AND ANNUAL REPORT ARE AVAILABLE AT http://www.edocumentview.com/FBNK
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To:
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Participants in the Farmington Bank 401K
Profit Sharing Plan
(the “401K Plan”)
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Re:
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Instructions for voting your shares of
First Connecticut Bancorp, Inc.
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As described in the enclosed materials,
proxies are being solicited in connection with the proposals to be considered at the upcoming Annual Meeting of Stockholders of
First Connecticut Bancorp, Inc. We hope you will take advantage of the opportunity to direct the manner in which shares of common
stock of First Connecticut Bancorp, Inc. held in your account in the Farmington Bank 401K Plan will be voted.
Enclosed with this letter is the Supplement
to Proxy Statement, which along with the previously provided Proxy Statement, describes the matters to be voted upon. After you
have reviewed the Proxy Statement and the Supplement to Proxy Statement, we urge you to vote your shares held in the 401K Plan
by marking, dating, signing and returning the enclosed
(GREEN)
proxy card.
Computershare will tabulate the votes
for the purpose of having those shares voted by Delaware Charter Guarantee & Trust Company d/b/a Principal Trust Company,
the Trustee for the 401K Plan.
If your proxy card is not received, your
shares in your 401K Plan account will generally
not
be voted.
Please note that the enclosed proxy card
relates
only
to those shares which are in your account in the 401K Plan.
If you also own shares of First Connecticut
Bancorp common stock outside of the 401K Plan, you should receive other voting material (including a separate proxy card) for
those shares owned by you individually.
PLEASE RETURN EACH AND EVERY PROXY CARD YOU RECEIVE.
Using
a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 02TP9A
1 U P X + q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Voting Instruction
Ballot . C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
IMPORTANT: Please sign this proxy exactly as your name or names appear on your share certificates. If shares are held by more
than one owner, each owner must sign. Executors, administrators, trustees, guardians and others signing in a representative capacity
should give their full titles. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within
the box. Signature 2 — Please keep signature within the box. + Change of Address — Please print your new address below.
B Non-Voting Items A Proposals — The Board of Directors recommends a vote FOR all the nominees listed, a vote FOR Proposals
2 and 3 and a vote of “1 Year” for Proposal 4. For Against Abstain 2. The approval of an advisory (non-binding) proposal
on the Company’s executive compensation. 3. To ratify the appointment of PricewaterhouseCoopers LLP as independent registered
public accounting firm for the Company. 4. Advisory(non-binding) vote regarding the frequency of future advisory votes on the
Company’s executive compensation. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting.
IMPORTANT ANNUAL MEETING INFORMATION 01 - John A. Green 02 - James T. Healey, Jr. 03 - John J. Patrick, Jr. 1. Election of Directors:
For Against Abstain For Against Abstain For Against Abstain 5. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Meeting. 1 Year 2 Years 3 Years Abstain q PLEASE FOLD ALONG THE PERFORATION, DETACH
AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q ..
IMPORTANT
ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD
ON MAY 9, 2018. THE PROXY STATEMENT THE SUPPLEMENTAL PROXY AND ANNUAL REPORT ARE AVAILABLE AT http://www.edocumentview.com/FBNK
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2018 ANNUAL MEETING OF THE STOCKHOLDERS TO BE HELD ON WEDNESDAY, MAY
9, 2018 The undersigned hereby instructs the First Bankers Trust Services, Inc. and Delaware Charter Guarantee & Trust Company
d/b/a Principal Trust Company, the Trustees of the 401K Profit Sharing Plan (the “401K Plan”) of Farmington Bank to
vote, as designated below, all the shares of common stock of First Connecticut Bancorp, Inc. allocated to the undersigned’s
401K Plan account as of March 16, 2018 at the Annual Meeting of Stockholders to be held on Wednesday, May 9, 2018, at 10:00 a.m.,
at Central Connecticut State University, Memorial Hall-Constitution Room, 1615 Stanley Street, New Britain, Connecticut 06050
and at any adjournment or adjournments thereof and/or to vote at any subsequent balloting on any matter considered at the aforementioned
meeting, as fully and with the same effect as if the undersigned might or could do were I personally present, with full power
of substitution and revocation, hereby ratifying and confirming all that my appointees or their substitutes shall lawfully do
or cause to be done by virtue hereof; and I hereby revoke any proxy or proxies heretofore given by me to any person or persons
whatsoever for the above purposes. THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, IT SHALL BE VOTED FOR
PROPOSALS 1, 2 AND 3 AND “1 YEAR” FOR PROPOSAL 4. PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. 401K PROFIT SHARING PLAN — First Connecticut Bancorp, Inc
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To:
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Participants in the Farmington Bank Employee Stock Ownership Plan
(the “ESOP Plan”)
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Re:
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Instructions for voting shares of First Connecticut Bancorp, Inc.
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As described in the enclosed materials,
proxies are being solicited in connection with the proposals to be considered at the upcoming Annual Meeting of Stockholders of
First Connecticut Bancorp, Inc. We hope you will take advantage of the opportunity to direct the manner in which shares of common
stock of First Connecticut Bancorp, Inc. held in your account in the Farmington Bank ESOP Plan will be voted.
Enclosed with this letter is the Supplement
to Proxy Statement, which along with the previously-provided Proxy Statement, describes the matters to be voted upon. After you
have reviewed the Proxy Statement and the Supplement to Proxy Statement, we urge you to vote your shares held in the ESOP Plan
by marking, dating, signing and returning the enclosed
(BLUE)
proxy card. Computershare
will tabulate the votes for the purpose of having those shares voted by First Bankers Trust Services, Inc., the Trustee for the
ESOP Plan.
If your proxy card is not received, your
shares in your ESOP Plan account will generally
not
be voted.
Please note that the enclosed material
relates only to those shares which are in your ESOP Plan account.
If you also own shares of First Connecticut
Bancorp common stock outside of the ESOP Plan, you should receive other voting material (including a separate proxy card) for those
shares owned by you individually.
PLEASE RETURN EACH AND EVERY PROXY
CARD YOU RECEIVE.
IMPORTANT
ANNUAL MEETING INFORMATION Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside
the designated areas. X 02TP8A 1 P C F + q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE. q Annual Meeting Proxy Card . C Authorized Signatures — This section must be completed for your vote to be counted.
— Date and Sign Below IMPORTANT: Please sign this proxy exactly as your name or names appear on your share certificates.
If shares are held by more than one owner, each owner must sign. Executors, administrators, trustees, guardians and others signing
in a representative capacity should give their full titles. Date (mm/dd/yyyy) — Please print date below. Signature 1 —
Please keep signature within the box. Signature 2 — Please keep signature within the box. + Change of Address — Please
print your new address below. B Non-Voting Items A Proposals — The Board of Directors recommends a vote FOR all the nominees
listed a vote FOR Proposals 2 and 3 and a vote of “1 Year” for Proposal 4. For Against Abstain 2. The approval of
an advisory (non-binding) proposal on the Company’s executive compensation. 3. To ratify the appointment of PricewaterhouseCoopers
LLP as independent registered public accounting firm for the Company. 4. Advisory(non-binding) vote regarding the frequency of
future advisory votes on the Company’s executive compensation. Meeting Attendance Mark the box to the right if you plan
to attend the Annual Meeting.
IMPORTANT
ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD
ON MAY 9, 2018. THE PROXY STATEMENT THE SUPPLEMENTAL PROXY AND ANNUAL REPORT ARE AVAILABLE AT http://www.edocumentview.com/FBNK
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2018 ANNUAL MEETING OF THE STOCKHOLDERS TO BE HELD ON WEDNESDAY, MAY
9, 2018 The undersigned understands that First Bankers Trust Services (the “ESOP Trustee”) is the holder of records
and custodian of all shares allocated to the undersigned of First Connecticut Bancorp, Inc. common stock under the Farmington
Bank Employee Stock Ownership Plan (the “ESOP”). Accordingly, the undersigned, revoking all prior proxies, do hereby
constitute and appoint the ESOP Trustee, my true and lawful attorney with full power of substitution as proxy, to represent and
vote at the Annual Meeting of Stockholders of the Company to be held on Wednesday, May 9, 2018, at 10:00 a.m., at Central Connecticut
State University, Memorial Hall-Constitution Room, 1615 Stanley Street, New Britain, Connecticut 06050 and at any adjournment
or adjournments thereof and/or to vote at any subsequent balloting on any matter considered at the aforementioned meeting, as
fully and with the same effect as if I might or could do were I personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that my appointees or their substitutes shall lawfully do or cause to be done by virtue hereof;
and I hereby revoke any proxy or proxies heretofore given by me to any person or persons whatsoever for the above purposes. THIS
PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, THE ESOP TRUSTEE WILL VOTE YOUR SHARES HELD IN THE ESOP IN THE
SAME PROPORTION AS VOTES RECEIVED FROM OTHER PARTICIPANTS IN THE ESOP. PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2018 ANNUAL MEETING OF THE STOCKHOLDERS TO BE HELD ON WEDNESDAY,
MAY 9, 2018 ESOP Revocable Proxy — First Connecticut Bancorp, Inc.
