HWC 8-K
Hancock Whitney Corp (HWC)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 2026 annual meeting of shareholders (the “Annual Meeting”) on April 29, 2026 in Gulfport, Mississippi. The Annual Meeting was held in a virtual-only format.
At the close of business on March 2, 2026, the record date for the Annual Meeting, the Company had 81,546,524 shares of common stock outstanding and entitled to vote. Of that number, 74,452,585 shares of common stock were represented virtually 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 2029, as indicated below.
Nominees for a Three-Year Term |
Votes For |
Votes Withheld |
Broker Non-Votes |
Frank E. Bertucci |
66,519,775 |
1,762,745 |
6,170,065 |
Constantine S. Liollio |
66,490,890 |
1,791,630 |
6,170,065 |
Thomas H. Olinde |
65,316,254 |
2,966,266 |
6,170,065 |
Joan C. Teofilo |
67,051,852 |
1,230,668 |
6,170,065 |
C. Richard Wilkins |
67,057,925 |
1,224,595 |
6,170,065 |
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 |
67,398,823 |
766,283 |
117,414 |
6,170,065 |
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm
Proposal 3 was a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026. This proposal was approved.
Votes For |
Votes Against |
Abstentions |
74,126,342 |
298,246 |
27,997 |
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.
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HANCOCK WHITNEY CORPORATION |
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Date: |
April 30, 2026 |
By: |
/s/ Michael M. Achary |
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Michael M. Achary |