UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): April 27, 2010 (April 25, 2010) People s United Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33326 20-8447891 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 850 Main Street, Bridgeport, CT 06604 (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (203) 338-7171 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 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On April 25, 2010, Philip R. Sherringham resigned, by mutual agreement with the Board of Directors, as President and Chief Executive Officer of People s United Financial, Inc. (the Company ) and from his position as a director of the Company. (c) Also on April 25, 2010, John P. Barnes, the Company s Chief Administrative Officer, was named President and Chief Executive Officer to serve on an interim basis while the Company searches for a permanent successor to Mr. Sherringham. Compensation arrangements for Mr. Barnes have not yet been determined. Mr. Barnes, age 54, has served as Senior Executive Vice President and Chief Administrative Officer for the Company following the acquisition of Chittenden Corporation in early 2008. In this position, he has managed Information Technology, Operations, Real Estate Services and Business Services. Mr. Barnes joined Chittenden Bank in 1983 after five years with the FDIC in Boston. He became Senior Vice President and Chief Credit Policy Officer in 1988. In 1990 he was named to head the Credit Policy and Administration division. In 2003, he was appointed Executive Vice President in charge of the newly formed Chittenden Services Group, which included IT, Operations and other centralized services for the corporation. A copy of the press release announcing the management change is attached as Exhibit 99.1 to this report and is incorporated herein by reference. The press release erroneously states that Mr. Barnes was appointed Executive Vice President in charge of Chittenden Services Group in 2002; the immediately preceding paragraph correctly states that this occurred in 2003. (e) On April 25, 2010, the Company and Mr. Sherringham entered into a Separation Agreement ( Separation Agreement ) that provides for the termination of Mr. Sherringham s employment with the Company and his resignation as a director of the Company and from all positions arising from or relating to such employment, all as of such date. Mr. Sherringham was employed by the Company pursuant to an Employment Agreement dated May 15, 2008 ( Employment Agreement ). Pursuant to the Separation Agreement, Mr. Sherringham s departure will be treated as a Discharge Other Than for Cause and Non-Renewal of the Agreement under Section 4(a)(ii) of the Employment Agreement. The Company and Mr. Sherringham also agreed to a mutual non-disparagement covenant. This description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is attached to this report as Exhibit 10.l(a) and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits Exhibit No. Description 10.1(a) Separation Agreement by and between Philip R. Sherringham and People s United Financial, Inc., dated as of April 25, 2010 99.1 Press Release dated April 26, 2010 [Signature appears on following page]
SIGNATURES 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: April 27, 2010 By: /s/ Eric J. Appellof (Signature) Name: Eric J. Appellof Title: Vice President and Assistant Secretary
EXHIBIT INDEX Exhibit No. Description Page 10.1(a) Separation Agreement by and between Philip R. Sherringham and People s United Financial, Inc., 10.1(a)-1 dated as of April 25, 2010 99.1 Press Release dated April 26, 2010 99.1-1
NEWS RELEASE FOR IMMEDIATE RELEASE April 26, 2010 Valerie C. Carlson Corporate Communications 203.338.2351 Fax: 203.338.3461 valerie.carlson@peoples.com PEOPLE S UNITED FINANCIAL NAMES JOHN BARNES INTERIM PRESIDENT AND CEO, SUCCEEDING PHILIP R. SHERRINGHAM BRIDGEPORT, CT People s United Financial Inc., (NASDAQ: PBCT), a diversified financial services company, today announced that John P. (Jack) Barnes, the Company s Senior Executive Vice President and Chief Administrative Officer, has been named interim President and Chief Executive Officer. He succeeds Philip R. Sherringham, who has resigned by mutual agreement with the Board of Directors from the Company and the Board. The Board is conducting a search for a permanent CEO and will evaluate both internal and external candidates. To assist in the search, the Board has retained Russell Reynolds, a leading executive search firm with extensive experience in the financial services sector. The Company has also created an Office of the Chairman and CEO which includes Chairman of the Board George P. Carter; Jack Barnes; Paul Burner, Chief Financial Officer; and Robert E. Trautmann, General Counsel. George Carter said, Over the past 2 ½ years Philip Sherringham has managed People s United through a challenging environment and the Board appreciates his contributions in getting us to this point. Today, the Company is in a very strong strategic and financial position with an enviable footprint, fortress balance sheet, solid asset quality, and many growth opportunities. However, the Board believes that new leadership is necessary to take the Company to the next level. We will continue to pursue our strategy of deploying the bank s excess capital through open bank acquisitions as well as opportunistic FDIC-assisted transactions. We also remain committed to delivering increased value to our shareholders over the long term. Mr. Carter continued, We are fortunate to have a talented management team and are pleased that Jack Barnes, with his extensive banking experience and deep knowledge of our Company, has agreed to step in as interim CEO. The Board is confident the Company won t miss a beat. Jack Barnes said, People s United, the largest bank headquartered in New England, is an outstanding franchise with leading shares in a number of New England markets, exceptional asset quality, a solid and growing commercial loan portfolio, and award-winning customer service. As interim CEO, I look forward to working closely with our Board, management team, and dedicated employees as we build on our strong platform to drive People s United s continuing success. Mr. Barnes has served as Senior Executive Vice President and Chief Administrative Officer for People s United Financial following the acquisition of Chittenden Corporation in early 2008. In this position, he has managed Information Technology, Operations, Real Estate Services and Business Services. Mr. Barnes joined Chittenden Bank in 1983 after five years with the FDIC in Boston. He became Senior Vice President and Chief Credit Policy Officer in 1988. In 1990, he
was named to head the Credit Policy and Administration division. In 2002, he was appointed Executive Vice President in charge of the newly formed Chittenden Services Group, which included IT, Operations and other centralized services for the corporation. Webcast Presentation People s United Financial will host a webcast to discuss this announcement today at 9:00 a.m. Eastern Time. The call may be heard through www.peoples.com by selecting "Investor Relations" in the "About People's" section on the home page, and then selecting "Conference Calls" in the "News and Events" section. The call will be archived on the web site and available for approximately 90 days. Forward-Looking Statements Disclosure and "Safe Harbor" Note Certain statements contained in this release are forward-looking in nature. These include all statements about People s United Financial s plans, objectives, expectations and other statements that are not historical facts, and usually use words such as expect, anticipate, believe and similar expressions. Such statements represent the Board s and management s current beliefs, based upon information available at the time the statements are made, with regard to the matters addressed. All forward-looking statements are subject to risks and uncertainties that could result in outcomes (including those affecting People s United Financial s actual operating results or financial condition) that differ materially from those expressed in or implied by such statements. Factors of particular importance to People s United Financial include, but are not limited to: (1) changes in general, national or regional economic conditions; (2) changes in interest rates; (3) changes in loan default and charge-off rates; (4) changes in deposit levels; (5) changes in levels of income and expense in non-interest income and expense related activities; (6) residential mortgage and secondary market activity; (7) changes in accounting and regulatory guidance applicable to banks; (8) price levels and conditions in the public securities markets; (9) competition and its effect on pricing, spending, third-party relationships and revenues; (10) the successful integration of acquired companies; and (11) the Company s success in addressing management succession issues in a timely and effective manner. People s United Financial does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. People's United Financial, Inc., a diversified financial services company with approximately $22 billion in assets, provides consumer and commercial banking services through its subsidiary, People s United Bank, with nearly 300 branches in Connecticut, Vermont, New Hampshire, Massachusetts, Maine and New York. Through additional subsidiaries, People's United provides equipment financing, asset management, brokerage and financial advisory services, and insurance services. # # #
EXECUTION VERSION SEPARATION AGREEMENT This Separation Agreement (this Agreement ) is made as of April 25, 2010, by and between Philip R. Sherringham (the Executive ) and People s United Financial, Inc., a corporation formed under the laws of the State of Delaware (the Company ). WHEREAS, the Executive and the Company are parties to an employment agreement, dated May 15, 2008 (the Employment Agreement ); and WHEREAS, the parties wish to confirm the termination of the Executive s employment with the Company and set forth their agreement as to certain payments, benefits, rights and obligations of the parties in connection therewith. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows: 1. Termination of Employment and Resignation from Positions. The parties hereto hereby mutually agree that the Executive s employment with the Company will terminate as of the date hereof (the Separation Date ). Accordingly, the Executive hereby resigns, effective as of the Separation Date, from all positions, titles, duties, authorities and responsibilities with, arising out of or relating to his employment with the Company and its affiliates, including without limitation as a director of the Company, and agrees to execute all additional documents and take such further steps as may be required to effectuate such resignations. 2. Certain Payments and Benefits. The parties hereto hereby agree to treat the termination of Executive s employment as a termination pursuant to Section 4(a)(ii) of the Employment Agreement (Discharge Other Than for Cause and Non-Renewal of the Agreement), and the Company agrees to pay and provide the benefits referred to in such Section at the times required by, and subject to the terms and conditions of, the Employment Agreement. To avoid any uncertainty, the Company will detail the preceding payments and benefits (including amounts, number of shares and the time of payment) on a schedule to be delivered to Executive on or before April 28, 2010 and the parties will work in good faith to resolve promptly any differences. 3. Obligations of Executive and the Company. The Executive agrees to satisfy any unsatisfied, legally binding obligations that he has incurred to the Company and its subsidiaries prior to the Separation Date. The Company shall promptly reimburse the Executive, subject to the requirements of its reimbursement policies applied consistently with prior practice, for any business expenses incurred by the Executive prior to, and not reimbursed as of, the Separation Date. The Company also agrees to transfer ownership of the security systems installed in the Executive s residences to the Executive as of the Separation Date (for the avoidance of doubt, the Executive will bear all costs of ongoing monitoring associated with such security systems). The Executive agrees to promptly return to the Company all other property of the Company in his possession.
4. Obligations under the Employment Agreement. The parties hereto agree and acknowledge that the provisions of Sections 5 through 17 of the Employment Agreement shall survive the termination of the Executive s employment with the Company. For the avoidance of doubt, Section 5(c) of the Employment Agreement shall cease to apply from and after the Separation Date in accordance with its terms. 5. Non-Disparagement. The Executive agrees not to defame or disparage the Company, its subsidiaries, and their affiliates, officers, directors, members, executives and employees, and the Company will not, and agrees to cause its subsidiaries, affiliates, directors and executive officers not to, defame or disparage the Executive. 6. No Admission of Liability. This Agreement does not constitute an admission of liability or wrongdoing of any kind by the Company or the Executive. 7. General Provisions (a) Heirs and Assigns. This Agreement is binding on and is for the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators and other legal representatives. Neither this Agreement nor any right or obligation hereunder may be assigned by the Executive. (b) Integration. Except as otherwise specifically provided herein, this Agreement constitutes the entire understanding of the Company and the Executive with respect to the subject matter hereof and supersedes all prior understandings, written or oral, with the Company, including without limitation the Employment Agreement. The terms of this Agreement may be changed, modified or discharged only by an instrument in writing signed by the parties hereto. A failure of the Company or the Executive to insist on strict compliance with any provision of this Agreement shall not be deemed a waiver of such provision or any other provision hereof. In the event that any provision of this Agreement is determined to be so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. (c) Choice of Law. This Agreement shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of Connecticut, without regard to its choice of law provisions. (d) Construction of Agreement. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party. (e) Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. 2
(f) Notice. Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and shall be deemed to be given when delivered personally or four days after it is mailed by registered or certified mail, postage prepaid, return receipt requested or one day after it is sent by a reputable overnight courier service and, in each case, addressed as follows (or if it is sent through any other method agreed upon by the parties): If to the Company: People s United Financial, Inc. Robert E. Trautmann - Executive Vice President and General Counsel 850 Main Street, 16 th Floor Bridgeport, CT 06604 with a copy to: Arthur H. Kohn Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 If to the Executive: Philip R. Sherringham at his principal residence address on the books and records of the Company on the date hereof With copies to: Marc Trevino Lawrence A. Pasini Sullivan & Cromwell 125 Broad Street New York, NY 10004 or to such other address as any party hereto may designate by notice to the others. 3
(g) Severability. The parties hereto intend that the validity and enforceability of any provision of this Agreement shall not affect or render invalid any other provision of this Agreement. IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized representative and the Executive has signed this Agreement as of the day and year first above written. PEOPLE S UNITED FINANCIAL, INC. /s/ Robert E. Trautmann By: Robert E. Trautmann Title: Executive Vice President and General Counsel /s/ Philip R. Sherringham Philip R. Sherringham 4