false00007505770000750577us-gaap:SeniorSubordinatedNotesMember2023-04-262023-04-260000750577hwc:CommonStockParValueDollarThreePointThreeThreePerShareMember2023-04-262023-04-2600007505772023-04-262023-04-26

 

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