On April 19, 2012, People's United Financial, Inc. ("the Company") issued a press release announcing its results of operations for the three-month period ended March 31, 2012. A copy of that press release is being furnished herewith as Exhibit 99.1.

The information contained in and accompanying this Form 8-K with respect to Item 2.02 (including Exhibit 99.1 hereto) is being furnished to, and not filed with, the Securities and Exchange Commission in accordance with General Instruction B.2 to Form 8-K.

(a) The Bylaws of the Company have been amended, effective April 19, 2012, by revising Article V, Section 1 (Executive Committee) to permit the Board of Directors to establish an Executive Committee. Prior to this amendment, the establishment of an Executive Committee was mandatory.

A copy of this amendment is being filed herewith as Exhibit 3.2.

(a) The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on April 19, 2012.

(b) There were 358,555,961 shares of common stock entitled to vote at the Annual Meeting, of which 297,148,467 shares were present in person or by proxy. Shareholders voted on the following matters at the Annual Meeting:

1. Election of three directors. The results of the election of the three nominees for director are indicated below.

       Nominee              Votes For        Votes Withheld       Broker Non-Votes
       George P. Carter     224,013,745           12,446,880             60,687,842
       Jerry Franklin       228,667,191            7,793,434             60,687,842
       Kirk W. Walters      197,040,472           39,420,153             60,687,842

There were no abstentions with respect to the election of the three nominees for director.

2. Advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement. The Company's shareholders gave advisory approval of the compensation of the Company's named executive officers. A total of 223,017,187 votes were cast for the proposal, 11,893,714 votes were cast against the proposal; and 1,549,724 shares abstained from voting on the proposal. There were 60,687,842 broker non-votes with respect to the proposal.

4. Ratification of appointment of KPMG LLP as independent registered public accounting firm for 2012. A total of 293,447,630 votes were cast for the proposal; 2,858,309 votes were cast against the proposal; and 842,528 shares abstained from voting on the proposal. There were no broker non-votes with respect to the proposal.

5. Vote on shareholder proposal to eliminate classified Board of Directors. A total of 209,415,804 votes were cast for the proposal; 8,553,981 votes were cast against the proposal; and 11,101,756 shares abstained from voting on the proposal. There were 68,076,926 broker non-votes with respect to the proposal. Based on these results, the Company intends to present for shareholder vote at the 2013 Annual Meeting amendments to the Company's Certificate of Incorporation which, if approved, would eliminate the classified Board of Directors.

(c) Not applicable.

(d) The following Exhibits are submitted herewith.

Exhibit
No. Description

3.2 Amendment to Bylaws

99.1 Earnings Press Release dated April 19, 2012

99.2 Investor Presentation dated April 19, 2012