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 26, 2023

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 2023 annual meeting of shareholders (the “Annual Meeting”) on April 26, 2023 in Gulfport, Mississippi. The Annual Meeting was held in a virtual-only format.

At the close of business on February 27, 2023, the record date for the Annual Meeting, the Company had 86,703,400 shares of common stock outstanding and entitled to vote. Of that number, 77,651,627 shares of common stock were represented virtually or by proxy at the Annual Meeting. The Company’s shareholders voted on the following four 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 2026, as indicated below.

Nominees for a Three-Year Term	Votes For	Votes Withheld	Broker Non-Votes
Frank E. Bertucci	67,453,691	2,784,036	7,413,900
Constantine S. Liollio	69,599,273	638,454	7,413,900
Thomas H. Olinde	67,943,056	2,294,671	7,413,900
Joan C. Teofilo	69,803,611	434,116	7,413,900
C. Richard Wilkins	69,634,472	603,255	7,413,900

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
67,216,599	2,865,088	156,040	7,413,900

Proposal 3: Advisory Vote on Frequency of Future Advisory Votes on Compensation of our Named Executive Officers

Proposal 3 was an advisory vote on the frequency with which we will seek the non-binding shareholders' advisory vote on named executive officer compensation. The vote for every "1 year" on the frequency of future advisory votes on our named executive officer compensation was approved.

1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
65,213,867	102,099	4,869,852	51,909	7,413,900

Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm

Proposal 4 was a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm to audit the books of the Company and its subsidiaries for 2023. This proposal was approved.

Votes For	Votes Withheld	Abstentions
76,855,591	747,579	48,457

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 28, 2023	By:	/s/ Michael M. Achary
			Michael M. Achary Chief Financial Officers

XML

Document And Entity Information	Apr. 26, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 26, 2023
Entity Registrant Name	Hancock Whitney Corporation
Entity Central Index Key	0000750577
Entity Emerging Growth Company	false
Securities Act File Number	001-36872
Entity Incorporation, State or Country Code	MS
Entity Tax Identification Number	64-0693170
Entity Address, Address Line One	Hancock Whitney Plaza
Entity Address, Address Line Two	2510 14th Street
Entity Address, City or Town	Gulfport
Entity Address, State or Province	MS
Entity Address, Postal Zip Code	39501
City Area Code	(228)
Local Phone Number	868-4727
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Senior Subordinated Notes [Member]
Document Information [Line Items]
Title of 12(b) Security	6.25% SUBORDINATED NOTES
Trading Symbol	HWCPZ
Security Exchange Name	NASDAQ
Common Stock Par Value Dollar Three Point Three Three Per Share [Member]
Document Information [Line Items]
Title of 12(b) Security	COMMON STOCK, $3.33 PAR VALUE
Trading Symbol	HWC
Security Exchange Name	NASDAQ