STOCK TITAN

Shareholders back directors and pay at Hancock Whitney (NASDAQ: HWC)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hancock Whitney Corporation reported the results of its 2026 annual shareholder meeting held virtually in Gulfport, Mississippi on April 29, 2026. There were 81,546,524 shares of common stock outstanding and entitled to vote as of the March 2, 2026 record date, with 74,452,585 shares represented virtually or by proxy.

Shareholders elected five directors—Frank E. Bertucci, Constantine S. Liollio, Thomas H. Olinde, Joan C. Teofilo and C. Richard Wilkins—to three-year terms expiring in 2029. An advisory vote on named executive officer compensation passed with 67,398,823 votes for, and shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 74,126,342 votes for.

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.
Shares outstanding 81,546,524 shares Common stock entitled to vote as of March 2, 2026 record date
Shares represented 74,452,585 shares Shares present virtually or by proxy at April 29, 2026 meeting
Votes for executive pay 67,398,823 votes Advisory vote on named executive officer compensation
Votes for auditor ratification 74,126,342 votes Ratification of PricewaterhouseCoopers LLP for 2026
Director votes example 67,057,925 votes for Election of director nominee C. Richard Wilkins
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes 67,398,823 | 766,283 | 117,414 | 6,170,065"
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 vote on compensation financial
"Proposal 2 was an advisory vote on compensation of named executive officers as disclosed in the proxy materials"
independent registered public accounting firm financial
"proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's 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.
record date financial
"At the close of business on March 2, 2026, the record date for the Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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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 29, 2026

 

 

Hancock Whitney Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Mississippi

001-36872

64-0693170

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

Hancock Whitney Plaza

2510 14th Street

 

Gulfport, Mississippi

 

39501

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (228) 868-4727

 

 

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

COMMON STOCK, $3.33 PAR VALUE

 

HWC

 

The Nasdaq Stock Market LLC

6.25% SUBORDINATED NOTES

 

HWCPZ

 

The Nasdaq Stock Market 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

Hancock Whitney Corporation (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”) on April 29, 2026 in Gulfport, Mississippi. The Annual Meeting was held in a virtual-only format.

At the close of business on March 2, 2026, the record date for the Annual Meeting, the Company had 81,546,524 shares of common stock outstanding and entitled to vote. Of that number, 74,452,585 shares of common stock were represented virtually or by proxy at the Annual Meeting. The Company’s shareholders voted on the following three proposals at the Annual Meeting, casting their votes as described below.

 

Proposal 1: Election of Directors

 

Each of the individuals listed below was elected at the Annual Meeting to serve a three-year term on the Company's Board of Directors expiring in 2029, as indicated below.

 

Nominees for a Three-Year Term

Votes For

Votes Withheld

Broker Non-Votes

Frank E. Bertucci

66,519,775

1,762,745

6,170,065

Constantine S. Liollio

66,490,890

1,791,630

6,170,065

Thomas H. Olinde

65,316,254

2,966,266

6,170,065

Joan C. Teofilo

67,051,852

1,230,668

6,170,065

C. Richard Wilkins

67,057,925

1,224,595

6,170,065

Proposal 2: Advisory Vote on Compensation of Named Executive Officers

Proposal 2 was an advisory vote on compensation of named executive officers as disclosed in the proxy materials for the Annual Meeting. This advisory vote was approved.

Votes For

Votes Against

Abstentions

Broker Non-Votes

67,398,823

766,283

117,414

6,170,065

Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm

Proposal 3 was a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026. This proposal was approved.

Votes For

Votes Against

Abstentions

74,126,342

298,246

27,997

 

 

 


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 thereunto duly authorized.

 

 

 

HANCOCK WHITNEY CORPORATION

 

 

 

 

Date:

April 30, 2026

By:

/s/ Michael M. Achary

 

 

 

Michael M. Achary
Chief Financial Officer

 


FAQ

What did Hancock Whitney (HWC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing five directors to three-year terms, an advisory vote approving executive compensation, and ratifying PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, all of which received shareholder approval.

How many Hancock Whitney (HWC) shares were eligible and represented at the 2026 meeting?

At the March 2, 2026 record date, 81,546,524 Hancock Whitney common shares were outstanding and entitled to vote. Of these, 74,452,585 shares were represented virtually or by proxy at the April 29, 2026 annual meeting, establishing a strong quorum for business.

Were Hancock Whitney’s 2026 director nominees approved by shareholders?

Yes. All five nominees—Frank E. Bertucci, Constantine S. Liollio, Thomas H. Olinde, Joan C. Teofilo, and C. Richard Wilkins—were elected to three-year terms expiring in 2029, each receiving more than 65 million votes cast in favor by shareholders present or represented.

Did Hancock Whitney (HWC) shareholders approve executive compensation in 2026?

Yes. In the advisory vote on named executive officer compensation, 67,398,823 votes were cast in favor, 766,283 against, and 117,414 abstained, with an additional 6,170,065 broker non-votes, indicating shareholder support for the compensation program as disclosed in proxy materials.

Which audit firm did Hancock Whitney shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Hancock Whitney’s independent registered public accounting firm for 2026. The proposal received 74,126,342 votes for, 298,246 against, and 27,997 abstentions, confirming continued shareholder approval of the company’s choice of external auditor.

Filing Exhibits & Attachments

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