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, 2024

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code (801) 844-7637

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 26, 2024, Zions Bancorporation, National Association (the “Bank”) held its Annual Meeting of Shareholders (the “Shareholder Meeting”). At the Shareholder Meeting, the Bank’s shareholders approved an amendment (the “Amendment”) to increase by 2,800,000 shares the number of authorized shares of the Bank’s common stock available under the 2022 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan’s terms are substantially unchanged other than the increase in the shares available for awards.

The Incentive Plan is described in the Proposal 4 section of the Bank’s definitive proxy statement for the Shareholder Meeting filed with the Securities and Exchange Commission on March 14, 2024 (as amended, the “2024 Proxy Statement”). The descriptions of the Amendment contained herein and in the 2024 Proxy Statement are qualified in their entirety by reference to the full text of the Incentive Plan and the Amendment, which is included as Appendix I to the 2024 Proxy Statement.

ITEM 5.07 Submission of Matters to a Vote of Security Holders

At the Shareholder Meeting, shareholders elected 11 directors for a term of one year; ratified the appointment of Ernst & Young LLP as the Bank’s independent auditor for 2024; approved, on a nonbinding advisory basis, the 2023 compensation paid to the Bank’s executive officers; approved the Amendment; and rejected a request for a report on risks of politicized de-banking.

The results were as follows:

1.Election of 11 director nominees for a one-year term.

2.Ratification of the appointment of Ernst & Young LLP as the Bank’s Independent Registered Public Accounting Firm to audit the Bank’s financial statements for the fiscal year ending December 31, 2024.

3.Approval, on a nonbinding advisory basis, of the compensation paid to the Bank’s named executive officers with respect to the fiscal year ended December 31, 2023.

4.Approval of amendments to the Bank's 2022 omnibus incentive plan.

5.Rejection of a request for a report on risks of politicized de-banking.

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 hereunto duly authorized.