Zions Bancorporation (ZION) investors approve board, auditor and reject policy risk proposal

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Zions Bancorporation, National Association reported the results of its annual shareholder meeting held on May 1, 2026. Shareholders elected 11 directors to one-year terms, with each nominee receiving over 104 million votes in favor.

They also ratified Ernst & Young LLP as independent auditor for 2026 with 120,123,130 votes for, approved on a nonbinding advisory basis 2025 executive compensation with 103,158,563 votes for, and rejected a shareholder proposal requesting a report on risks of misalignment between policies and customer base.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Auditor ratification votes for: 120,123,130 votes Auditor ratification votes against: 5,420,488 votes Say-on-pay votes for: 103,158,563 votes +5 more

8 metrics

Auditor ratification votes for 120,123,130 votes Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 5,420,488 votes Ernst & Young LLP approval for 2026 audit

Say-on-pay votes for 103,158,563 votes 2025 executive compensation advisory approval

Say-on-pay votes against 5,616,200 votes 2025 executive compensation advisory approval

Shareholder proposal votes for 2,437,588 votes Proposal for report on risks of misalignment

Shareholder proposal votes against 106,027,693 votes Proposal for report on risks of misalignment

Director nominee votes for (example) 107,949,568 votes Maria Contreras-Sweet election to one-year term

Director nominee votes for (example) 107,670,728 votes Barbara A. Yastine election to one-year term

Key Terms

Independent Registered Public Accounting Firm, nonbinding advisory basis, named executive officers, shareholder proposal

4 terms

Independent Registered Public Accounting Firm regulatory

"Ratification of the appointment of Ernst & Young LLP as the Bank’s Independent Registered Public Accounting Firm"

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.

nonbinding advisory basis regulatory

"approved, on a nonbinding advisory basis, the 2025 compensation paid to the Bank’s executive officers"

named executive officers financial

"compensation paid to the Bank’s named executive officers with respect to the fiscal year ended December 31, 2025"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

shareholder proposal regulatory

"rejected a shareholder proposal requesting a report on risks of misalignment between policies and customer base"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/04/2026 - 05:00 PM

FAQ

What did Zions Bancorporation (ZION) shareholders decide at the 2026 annual meeting?

Shareholders elected 11 directors to one-year terms, ratified Ernst & Young LLP as the 2026 auditor, approved 2025 executive compensation on a nonbinding advisory basis, and rejected a shareholder proposal seeking a report on risks of misalignment between company policies and its customer base.

How did Zions Bancorporation (ZION) shareholders vote on executive compensation for 2025?

Shareholders approved Zions’ 2025 executive compensation on a nonbinding advisory basis, with 103,158,563 votes for, 5,616,200 votes against, and 580,604 abstentions. This advisory vote indicates shareholder support for the company’s named executive officer pay program for the fiscal year ended December 31, 2025.

What were the vote results on Zions Bancorporation (ZION) auditor ratification for 2026?

Shareholders ratified Ernst & Young LLP as Zions Bancorporation’s independent registered public accounting firm for 2026, with 120,123,130 votes for, 5,420,488 votes against, and 301,120 abstentions. This approval confirms shareholder support for Ernst & Young LLP to audit the 2026 financial statements.

Which shareholder proposal was rejected at Zions Bancorporation’s (ZION) 2026 meeting?

Shareholders rejected a proposal requesting a report on risks of misalignment between Zions Bancorporation’s policies and its customer base. The proposal received 2,437,588 votes for, 106,027,693 votes against, and 890,086 abstentions, indicating strong opposition among voting shareholders to this requested report.

How strong was support for Zions Bancorporation (ZION) director nominees in 2026?

All 11 director nominees were elected for one-year terms, each receiving more than 104 million votes for and relatively lower votes against. For example, Maria Contreras-Sweet received 107,949,568 votes for versus 952,459 against, showing broad shareholder backing for the board slate.

What governance items did Zions Bancorporation (ZION) shareholders address at the 2026 meeting?

Shareholders addressed four main items: election of 11 directors to one-year terms, ratification of Ernst & Young LLP as 2026 auditor, advisory approval of 2025 executive compensation, and consideration of a shareholder proposal for a policy–customer base misalignment risk report, which was ultimately rejected.

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) May 1, 2026

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

(Exact name of registrant as specified in its charter)


United States of America	001-12307	87-0189025
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)


One South Main,	Salt Lake City,	Utah	84133-1109
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code (801) 844-7637

(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	Name of Each Exchange on Which Registered
Common Stock, par value $0.001	ZION	The NASDAQ Stock Market, LLC
Depositary Shares each representing a 1/40th ownership interest in a share of:
Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock	ZIONP	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

On May 1, 2026, Zions Bancorporation, National Association (the “Bank”) held its annual meeting of shareholders. At the meeting, shareholders elected 11 directors for a term of one year; ratified the appointment of Ernst & Young LLP as the Bank’s independent auditor for 2026; approved, on a nonbinding advisory basis, the 2025 compensation paid to the Bank’s executive officers; and rejected a shareholder proposal requesting a report on risks of misalignment between policies and customer base.

The results were as follows:

1.Election of 11 director nominees for a one-year term.


Directors	Votes For	Votes Against	Abstentions
Maria Contereras-Sweet	107,949,568	952,459	453,340
Gary L. Crittenden	105,881,352	2,800,480	673,535
Suren K. Gupta	107,568,645	1,292,110	494,612
Claire A. Huang	107,888,433	1,005,377	461,557
Vivian S. Lee	105,894,891	2,732,190	728,286
Scott J. McLean	106,281,618	2,680,067	393,682
Edward F. Murphy	106,596,194	2,053,751	705,422
Stephen D. Quinn	104,315,607	4,353,098	686,662
Harris H. Simmons	105,426,222	3,605,443	323,702
Aaron B. Skonnard	107,486,121	1,373,674	495,572
Barbara A. Yastine	107,670,728	1,193,646	490,993

2.Ratification of the appointment of Ernst & Young LLP as the Bank’s Independent Registered Public Accounting Firm to audit the Bank’s financial statements for the fiscal year ending December 31, 2026.


Votes For	Votes Against	Abstentions
120,123,130	5,420,488	301,120

3.Approval, on a nonbinding advisory basis, of the compensation paid to the Bank’s named executive officers with respect to the fiscal year ended December 31, 2025.


Votes For	Votes Against	Abstentions
103,158,563	5,616,200	580,604

4.Rejection of a shareholder proposal requesting a report on risks of misalignment between policies and customer base.


Votes For	Votes Against	Abstentions
2,437,588	106,027,693	890,086

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.


			ZIONS BANCORPORATION, NATIONAL ASSOCIATION

Date: May 4, 2026			By: /s/ Rena Miller
			Name: Rena Miller
			Title: Executive Vice President and Corporate General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents