01—Abstract
Summary
Summary of the 8-K filed April 17, 2025. Cited figures are marked; the original filing is the authoritative source.
Huntington Bancshares Incorporated filed this Current Report on Form 8-K to disclose the results of matters voted on at its 2025 Annual Meeting of Shareholders, held April 16, 2025, under Item 5.07.
Shareholders elected all twelve director nominees, approved on an advisory, non-binding basis the compensation of executives as described in the proxy materials, and ratified the appointment of PwC as the independent registered public accounting firm for 2025. All twelve nominees received more votes For than Against. David L.
Porteous had the highest number of Against votes at 139,389,615, and Stephen D. Steinour had 84,349,337 Against votes and 5,315,893 Abstentions. Ann B.
Crane received 1,070,270,957 For votes and 66,393,184 Against votes, and Teresa H. Shea received the lowest Against count at 13,103,552. The say-on-pay proposal received 979,288,838 For votes against 155,553,453 Against votes, with 4,289,618 Abstentions and 136,046,717 broker non-votes.
The auditor ratification received 1,253,294,905 For votes against 20,493,341 Against votes, with 1,383,453 Abstentions and 3,830 broker non-votes. The filing reports these results only and does not discuss any change in governance, compensation or auditor arrangements.
02—Key points
Key Highlights
- All twelve director nominees were elected at the April 16, 2025 Annual Meeting of Shareholders, with For votes ranging from 997,458,377 (David L. Porteous) to 1,123,585,664 (Teresa H. Shea).
- Shareholders approved, on an advisory non-binding basis, the compensation of executives as described in the proxy materials, with 979,288,838 For votes and 155,553,453 Against votes.
- Shareholders ratified the appointment of PwC as Huntington's independent registered public accounting firm for 2025, with 1,253,294,905 For votes and 20,493,341 Against votes.
- David L. Porteous received the highest number of Against votes among director nominees at 139,389,615, while Stephen D. Steinour received 84,349,337 Against votes and 5,315,893 Abstentions.
- Broker non-votes on the director elections were 136,050,547 for each nominee, and 136,046,717 on the say-on-pay proposal.
- The filing is a disclosure of voting results under Item 5.07 and does not report any new corporate action, financial results or transaction.
03—Questions
Frequently Asked Questions
Who was elected to Huntington's board at the 2025 Annual Meeting?
Shareholders elected all twelve nominees: Ann B. Crane, Rafael A. Diaz-Granados, John C. Inglis, Katherine M.A. Kline, Richard W. Neu, Kenneth J. Phelan, David L. Porteous, Teresa H. Shea, Roger J. Sit, Stephen D. Steinour, Jeffrey L. Tate and Gary Torgow.
Did shareholders approve executive compensation?
Yes. The advisory, non-binding proposal on executive compensation as described in the proxy materials received 979,288,838 For votes, 155,553,453 Against votes, 4,289,618 Abstentions and 136,046,717 broker non-votes.
Which auditor did shareholders ratify for 2025?
Shareholders ratified the appointment of PwC as the independent registered public accounting firm for 2025, with 1,253,294,905 For votes, 20,493,341 Against votes and 1,383,453 Abstentions.
Which director nominee received the most opposition?
David L. Porteous received 139,389,615 Against votes and 997,458,377 For votes, the lowest For count among the nominees and the highest Against count reported in the filing.
04—Continue