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Huntington (NASDAQ: HBAN) investors back board, say-on-pay and PwC

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Huntington Bancshares Incorporated reported the results of its 2026 Annual Meeting of Shareholders. Investors approved the election of all 15 director nominees, each receiving over 1.41 billion votes in favor in most cases, with additional against, abstention, and broker non-vote tallies recorded.

Shareholders also approved, on an advisory and non-binding basis, the company’s executive compensation, with 1,407,891,254 votes for, 146,434,626 against, and 5,600,512 abstentions, plus 197,411,063 broker non-votes. They further ratified the appointment of PwC as independent registered public accounting firm for 2026, with 1,681,217,483 votes for, 73,468,314 against, and 2,679,953 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Ann B. Crane 1,448,601,285 votes Director election at 2026 annual meeting
Votes for Virginia A. Hepner 1,550,298,508 votes Director election at 2026 annual meeting
Say-on-pay votes for 1,407,891,254 votes Advisory approval of executive compensation
Say-on-pay votes against 146,434,626 votes Advisory approval of executive compensation
PwC ratification votes for 1,681,217,483 votes Auditor ratification for 2026
PwC ratification votes against 73,468,314 votes Auditor ratification for 2026
Broker non-votes on director elections 197,411,063 votes Each nominee at 2026 annual meeting
Broker Non-Votes financial
"Nominee | For | Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory, non-binding basis financial
"Approval, on an advisory, non-binding basis, of the compensation of executives"
independent registered public accounting firm financial
"Ratification of the appointment of PwC as our independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Shareholders financial
"approved by the shareholders of Huntington at its 2026 Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
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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 22, 2026
 ______________________________________________________________________________________________________________________________
Huntington_Exception_Logo_Horizontal_RGB_Dark (002).jpg
Huntington Bancshares Incorporated
(Exact name of registrant as specified in its charter)
 _______________________________________________________________________________________________________________________________
Maryland1-3407331-0724920
(State or other jurisdiction of
incorporation or organization)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
Registrant's address: 41 South High Street, Columbus, Ohio 43287
Registrant’s telephone number, including area code: (614) 480-2265
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 (see General Instruction A.2. below):
☐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))
 _______________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock)HBANPThe Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock)HBANMThe Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock)HBANLThe NASDAQ Stock Market LLC
Depositary Shares (each representing a 1/1000th interest in a share of 5.50% Series L Non-Cumulative, perpetual preferred stock)
HBANZ
The Nasdaq Stock Market LLC
Common Stock—Par Value $0.01 per ShareHBANThe Nasdaq Stock Market LLC
Nasdaq Texas, LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§24012b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 22, 2026, the following matters were voted upon and approved by the shareholders of Huntington at its 2026 Annual Meeting of Shareholders:
Proposal 1 – Election of directors
NomineeForAgainstAbstentionsBroker
Non-Votes
Ann B. Crane1,448,601,285 108,156,586 3,196,702 197,411,063 
Rafael A. Diaz-Granados1,510,943,734 46,207,025 2,803,814 197,411,063 
Virginia A. Hepner1,550,298,508 7,127,904 2,528,161 197,411,063 
John C. Inglis1,530,917,497 26,330,529 2,706,547 197,411,063 
Katherine M.A. Kline1,530,762,515 25,571,383 3,620,675 197,411,063 
Richard W. Neu1,416,237,870 140,975,369 2,741,335 197,411,063 
Kenneth J. Phelan1,536,987,810 20,278,097 2,688,666 197,411,063 
David L. Porteous1,388,540,099 167,814,613 3,599,861 197,411,063 
Alice L. Rodriguez1,549,927,183 7,451,338 2,576,053 197,411,063 
James D. Rollins III1,530,244,409 27,141,984 2,568,181 197,411,063 
Teresa H. Shea1,547,031,274 10,265,747 2,657,552 197,411,063 
Roger J. Sit1,546,251,912 11,293,224 2,409,437 197,411,063 
Stephen D. Steinour1,426,474,110 131,272,231 2,208,232 197,411,063 
Jeffrey L. Tate1,531,472,702 25,041,611 3,440,033 197,411,063 
Gary Torgow1,527,401,760 29,786,977 2,765,836 197,411,063 

Proposal 2 – Approval, on an advisory, non-binding basis, of the compensation of executives as described in the proxy materials.
ForAgainstAbstentionsBroker
Non-Votes
1,407,891,254 146,434,626 5,600,512 197,411,063 

Proposal 3 – Ratification of the appointment of PwC as our independent registered public accounting firm for 2026.
ForAgainstAbstentionsBroker
Non-Votes
1,681,217,483 73,468,314 2,679,953 — 
SIGNATURE
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.
 
HUNTINGTON BANCSHARES INCORPORATED
Date:April 24, 2026By:
/s/ Marcy C. Hingst
Marcy C. Hingst
General Counsel


Source: View Original Filing on SEC EDGAR

FAQ

What did Huntington Bancshares (HBAN) shareholders decide at the 2026 annual meeting?

Shareholders approved all matters presented. They elected 15 directors, backed executive compensation on an advisory basis, and ratified PwC as the independent registered public accounting firm for 2026, reflecting broad support across governance, pay, and audit oversight matters.

How did Huntington Bancshares (HBAN) shareholders vote on director elections?

All 15 director nominees were elected. Each nominee received more than 1.38 billion votes for, with varying smaller totals against and abstaining, alongside 197,411,063 broker non-votes recorded for each director on the election proposal.

Was Huntington Bancshares (HBAN) executive compensation approved by shareholders?

Yes. On an advisory, non-binding basis, shareholders approved executive compensation with 1,407,891,254 votes for, 146,434,626 against, 5,600,512 abstentions, and 197,411,063 broker non-votes, indicating overall support for the company’s pay practices as described in its proxy materials.

Did Huntington Bancshares (HBAN) shareholders ratify PwC as auditor for 2026?

Yes. Shareholders ratified the appointment of PwC as Huntington’s independent registered public accounting firm for 2026, with 1,681,217,483 votes for, 73,468,314 against, and 2,679,953 abstentions, and no broker non-votes reported on the auditor ratification proposal.

What are broker non-votes in the Huntington Bancshares (HBAN) 2026 meeting results?

Broker non-votes arise when brokers submit proxies but are not instructed on certain proposals. For director elections and the advisory vote on executive compensation, Huntington reported 197,411,063 broker non-votes, reflecting uninstructed shares on those specific items.

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