EXPLANATORY NOTE
COMMON STOCK BEING REGISTERED
This
Registration Statement on Form S-8 is being filed for the purpose of registering an additional 4,000,000 shares of Webster Financial Corporation (Webster) common stock, par value $0.01 per share,
to be issued pursuant to the Webster Financial Corporation 2021 Stock Incentive Plan (the 2021 Stock Incentive Plan).
The 2021 Stock
Incentive Plan amends and restates the Webster Financial Corporation 1992 Stock Option Plan, as amended (the 1992 Stock Option Plan). The Board of Directors established the 1992 Stock Option Plan in 1992, and the shareholders originally
approved the 1992 Stock Option Plan at the 1992 annual meeting of shareholders. The 1992 Stock Option Plan was amended by the Companys shareholders in 1994, 1996, 1998, and 2000; was amended and restated in its entirety in April 2001, January
2005, and October 2006; and was further amended in January 2007, April 2007, February 2008, April 2008, February 2010, February 2012, February 2015 and April 2016.
On February 23, 2021, upon recommendation by the Compensation Committee, the Board of Directors voted to approve the 2021 Stock Incentive Plan, subject
to shareholder approval at the 2021 annual meeting of shareholders, which would, among other things: (i) rename the 1992 Stock Option Plan the Webster Financial Corporation 2021 Stock Incentive Plan, (ii) increase the total number
of shares authorized for issuance under the Plan by 4,000,000 shares (from 13,361,000 shares to 17,361,000 shares), (iii) extend the term of the underlying plan from April 27, 2026 to April 21, 2031, (iv) remove references to
Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code) and (v) add provisions related to Section 409A of the Code. These actions were approved by the shareholders of Webster at the 2021 annual meeting
of shareholders held on April 22, 2021.
The contents of each of the Registration Statements on Form S-8
(Nos. 333-48548, 333-87058, 333-87508, 333-156419,
333-167161, and 333-212075) relating to the 1992 Stock Option Plan filed by Webster with the Securities Exchange Commission (the SEC) on October 25,
2000, August 8, 2001, July 23, 2003, December 23, 2008, May 27, 2010, and June 16, 2016, respectively, are incorporated herein by reference.