8-K: Hancock Whitney Corporation Announces Results of 2025 Annual Meeting of Shareholders

Hancock Whitney Corporation held its annual shareholder meeting on April 23, 2025, and all proposals, including the election of directors, executive compensation, an amendment to the long-term incentive plan, and the ratification of the accounting firm, were approved.

Summary

• Hancock Whitney Corporation conducted its 2025 annual shareholder meeting on April 23, 2025, in a virtual format.
• At the record date of February 28, 2025, there were 86,127,857 shares outstanding and eligible to vote.
• A total of 76,546,747 shares were represented at the meeting, either virtually or by proxy.
• Shareholders voted on four proposals, all of which were approved.
• The first proposal involved the election of directors, with Moses H. Feagin Sr., Randall W. Hanna, H. Merritt Lane, III, Sonya C. Little, Sonia A. Prez, and Albert J. Williams being elected to serve three-year terms expiring in 2028.
• The second proposal, an advisory vote on executive compensation, was approved with 68,138,925 votes for, 1,922,117 votes against, and 104,632 abstentions.
• The third proposal, concerning an amendment to the 2020 Long Term Incentive Plan to increase the number of shares available by 1,300,000, was approved with 66,682,834 votes for, 3,422,887 votes against, and 59,953 abstentions.
• The fourth proposal, ratifying the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025, was approved with 75,600,723 votes for, 917,373 votes withheld, and 28,651 abstentions.

Sentiment

Score: 7

Explanation: The document is a standard report of the annual shareholder meeting results, indicating a neutral to slightly positive sentiment as all proposals were approved.

Positives

• All director nominees were successfully elected, ensuring continuity and stability in leadership.
• The approval of the advisory vote on executive compensation suggests shareholder satisfaction with the current compensation structure.
• The approval of the amendment to the 2020 Long Term Incentive Plan provides the company with greater flexibility in attracting and retaining key talent.
• The ratification of PricewaterhouseCoopers LLP as the independent auditor ensures continued confidence in the company's financial reporting.

Industry Context

This announcement is a routine disclosure following an annual shareholder meeting, which is standard practice for publicly traded companies. The items voted on are typical for such meetings, including director elections, executive compensation, and auditor ratification.

Stakeholder Impact

• Shareholders are informed about the outcomes of the votes on key company matters.
• Employees may be impacted by the approval of the Long Term Incentive Plan amendment.
• The ratification of the accounting firm ensures continued financial transparency.

Key Dates

Keywords

Annual Meeting, Shareholders, Directors, Executive Compensation, Long Term Incentive Plan, PricewaterhouseCoopers, Voting Results, Hancock Whitney