UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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 24, 2019

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HANCOCK WHITNEY CORPORATION
(Exact Name of Registrant as Specified in 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 (Address of Principal Executive Offices)		39501 (Zip Code)
Registrant’s telephone number, including area code: (228) 868-4000
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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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-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 5.07Submission of Matters to a Vote of Security Holders.

Hancock Whitney Corporation (the “Company”) held its 2019 annual meeting of shareholders (the “Annual Meeting”) on April 24, 2019 in Gulfport, Mississippi.  As of February 25, 2019, the record date for the Annual Meeting, the Company had 87,014,814 shares of common stock outstanding and entitled to vote.  Of that number, 77,432,321shares of common stock were represented in person 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 2022, as indicated below.

Nominees for a Three-Year Term	Votes For	Votes Withheld	Broker Non-Votes
Hardy B. Fowler	69,795,475	273,365	7,363,481
Randall W. Hanna	69,864,395	204,445	7,363,481
Sonya C. Little	69,884,204	184,636	7,363,481
Robert W. Roseberry	69,528,534	540,306	7,363,481

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
69,227,675	723,137	118,028	7,363,481

Proposal 3:  Ratification of the Appointment of Auditors

Proposal 3 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 2019.  This proposal was approved.

Votes For	Votes Against	Abstentions
76,557,678	768,246	106,397

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SIGNATURE

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.

		HANCOCK WHITNEY CORPORATION
April 25, 2019	By:	/s/ Michael M. Achary
		Michael M. Achary
		Chief Financial Officer

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