8-K
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/ (ZION)
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 29, 2022
ZIONS BANCORPORATION, NATIONAL ASSOCIATION
(Exact name of registrant as specified in its charter)
| United States of America | 001-12307 | 87-0189025 | |||||
|---|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | One South Main, | Salt Lake City, | Utah | 84133 | |
| --- | --- | --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (801) 844-7637
| (Former name or former address, if changed since last report.) |
|---|
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, par value $0.001 | ZION | The NASDAQ Stock Market, LLC |
| Depositary Shares each representing a 1/40th ownership interest in a share of: | ||
| Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock | ZIONP | The NASDAQ Stock Market, LLC |
| Series G Fixed/Floating-Rate Non-Cumulative Perpetual Preferred Stock | ZIONO | The NASDAQ Stock Market, LLC |
| 6.95% Fixed-to-Floating Rate Subordinated Notes due September 15, 2028 | ZIONL | The NASDAQ Stock Market, LLC |
| 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)) |
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
Zions Bancorporation, National Association (the “Bank”) held its Annual Meeting of Shareholders on April 29, 2022. At the 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 2022; approved, on a nonbinding advisory basis, the 2021 compensation paid to the Bank’s executive officers; and approved the Bank’s 2022 Omnibus Incentive Plan.
The results were as follows:
1.Election of 11 director nominees for a one-year term.
| Directors | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| Maria Contereras-Sweet | 122,189,579 | 1,404,978 | 133,422 |
| Gary L. Crittenden | 122,162,535 | 1,388,494 | 176,950 |
| Suren K. Gupta | 123,172,958 | 414,604 | 140,417 |
| Claire A. Huang | 122,699,806 | 896,639 | 131,534 |
| Vivian S. Lee | 114,442,909 | 9,172,693 | 112,377 |
| Scott J. McLean | 121,958,318 | 1,640,638 | 129,023 |
| Edward F. Murphy | 122,281,613 | 1,269,384 | 176,982 |
| Stephen D. Quinn | 111,823,128 | 11,705,275 | 199,576 |
| Harris H. Simmons | 116,962,476 | 6,666,302 | 99,201 |
| Aaron B. Skonnard | 122,451,501 | 1,093,405 | 183,073 |
| Barbara A. Yastine | 122,345,733 | 1,246,797 | 135,449 |
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, 2022.
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 130,410,311 | 3,835,754 | 95,695 |
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, 2021.
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 117,395,311 | 6,132,207 | 200,461 |
4.Approval of the Bank's 2022 Omnibus Incentive Plan.
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 118,760,977 | 4,762,055 | 204,947 |
.
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.
| ZIONS BANCORPORATION, N.A. | |
|---|---|
| Date: May 3, 2022 | By: /s/ THOMAS E. LAURSEN |
| ______________________________________________ | |
| Name: Thomas E. Laursen | |
| Title: Executive Vice President and | |
| General Counsel |