8-K

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 1, 2020

 ______________________________________________________________________________________________________________________________

Huntington Bancshares Incorporated

(Exact name of registrant as specified in its charter)

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Maryland	1-34073	31-0724920
(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))

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

Title of class	Trading Symbol(s)	Name of exchange on which registered
Depositary Shares (each representing a 1/40th interest in a share of 5.875% Series C Non-Cumulative, perpetual preferred stock)	HBANN	NASDAQ
Depositary Shares (each representing a 1/40th interest in a share of 6.250% Series D Non-Cumulative, perpetual preferred stock)	HBANO	NASDAQ
Common Stock—Par Value $0.01 per Share	HBAN	NASDAQ

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 8.01 Other Events.

On April 1, 2020, Huntington Bancshares Incorporated announced this year’s Annual Meeting of Shareholders will be a completely virtual meeting of shareholders, which will be conducted solely online via live webcast. A copy of the press release issued by the Huntington on April 1, 2020, announcing the change in meeting format is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 – Press release of Huntington Bancshares Incorporated, dated April 1, 2020.

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press release of Huntington Bancshares Incorporated, dated April 1, 2020
Exhibit 104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.

		HUNTINGTON BANCSHARES INCORPORATED
Date:	April 1, 2020	By:	/s/ Jana J. Litsey
			Jana J. Litsey
			General Counsel

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

April 1, 2020

Analysts: Mark Muth (mark.muth@huntington.com), 614.480.4720

Media: Matt Samson (matt.b.samson@huntington.com), 312.263.0203

HUNTINGTON BANCSHARES ANNOUNCES VIRTUAL ANNUAL MEETING

COLUMBUS, Ohio - Huntington Bancshares Incorporated (Nasdaq: HBAN; www.huntington.com) announced that its 2020 Annual Meeting of Shareholders will be a virtual meeting of shareholders, which will be conducted solely online via live webcast.

“Huntington is guided by our purpose of looking out for people - and as always, our first priority is the safety and security of our customers, colleagues, and communities,” said Stephen Steinour, Huntington’s chairman, president, and CEO. “We are following guidelines from public health authorities, including the Centers for Disease Control and the State of Ohio Department of Health, related to the global COVID-19 pandemic. Accordingly, this year’s Annual Meeting will be a completely virtual meeting.”

The Annual Meeting will be held at 2:00 p.m. E.D.T. on Wednesday, April 22, 2020, as scheduled. However, there is no physical location for the Annual Meeting, and Huntington’s officers and directors will participate via webcast.

Shareholders as of the close of business on February 18, 2020, will be able to attend and participate in the Annual Meeting online, vote their shares electronically, and submit questions during the meeting. Shareholders who plan to attend the Annual Meeting virtually via the webcast will need to review the information on the Investor Relations section of the company’s website (www.huntington.com). Shareholders will need the Control Number included on the proxy card, notice, or email they received to join the meeting. Shareholders who hold shares through an intermediary, such as a bank or broker, must register in advance following the instructions on the website.

About Huntington

Huntington Bancshares Incorporated is a regional bank holding company headquartered in Columbus, Ohio, with $109 billion of assets and a network of 868 full-service branches, including 12 Private Client Group offices, and 1,448 ATMs across seven Midwestern states. Founded in 1866, The Huntington National Bank and its affiliates provide consumer, small business, commercial, treasury management, wealth management, brokerage, trust, and insurance services. Huntington also provides vehicle finance, equipment finance, national settlement, and capital market services that extend beyond its core states. Visit huntington.com for more information.

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XML

Cover Page	Apr. 01, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 01, 2020
Entity Registrant Name	HUNTINGTON BANCSHARES INC/MD
Entity Incorporation, State or Country Code	MD
Entity File Number	1-34073
Entity Tax Identification Number	31-0724920
Entity Address, Address Line One	41 South High Street
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43287
City Area Code	614
Local Phone Number	480-2265
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000049196
Amendment Flag	false
5.875% Series C Non-Cumulative, perpetual preferred stock
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of 5.875% Series C Non-Cumulative, perpetual preferred stock)
Trading Symbol	HBANN
Security Exchange Name	NASDAQ
6.250% Series D Non-Cumulative, perpetual preferred stock
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of 6.250% Series D Non-Cumulative, perpetual preferred stock)
Trading Symbol	HBANO
Security Exchange Name	NASDAQ
Common Stock-Par Value $0.01 per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock—Par Value $0.01 per Share
Trading Symbol	HBAN
Security Exchange Name	NASDAQ