8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Hancock Whitney Corporation

(Exact name of Registrant as Specified in Its Charter)

(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:

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 2022 annual meeting of shareholders (the “Annual Meeting”) on April 27, 2022 in Gulfport, Mississippi. Due to public health concerns of related to the COVID-19 pandemic, the Annual Meeting was held in a virtual-only format.

At the close of business on February 28, 2022, the record date for the Annual Meeting, the Company had 87,734,466 shares of common stock outstanding and entitled to vote. Of that number, 77,428,521 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 2025, as indicated below.

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.

Proposal 3: Approval of an Amendment to the 2020 Long Term Incentive Plan to Increase the Number of Shares Available by 1,400,000.

Proposal 3 was an approval vote on the amendment to the Hancock Whitney Corporation 2020 Long Term Incentive Plan. This amendment was approved.

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 2022. This proposal was approved.

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.