01—Abstract
Summary
Summary of the 8-K filed January 6, 2026. Cited figures are marked; the original filing is the authoritative source.
Huntington Bancshares Incorporated (Nasdaq: HBAN) held a special meeting of shareholders on January 6, 2026, to consider proposals related to its pending merger with Cadence Bank under the Agreement and Plan of Merger dated October 26, 2025.
Under the merger agreement, Cadence will merge with and into The Huntington National Bank, with Huntington National Bank as the surviving bank. Of the 1,574,803,152 shares of common stock outstanding as of the November 28, 2025 record date, 1,205,416,564 shares, approximately 77%a, were present virtually or by proxy, constituting a quorum. Huntington shareholders approved the share issuance proposal, with 1,198,695,370 votes for, 4,655,051 against, and 2,066,143 abstaining.
The votes in favor represented approximately 99%b of all votes cast on that proposal. The adjournment proposal also passed, with 1,145,350,513 votes for, 58,155,900 against, and 1,190,151 abstaining. Because the share issuance proposal received sufficient votes, the meeting was not adjourned.
In a joint press release issued the same day, Huntington and Cadence announced that both companies' shareholders approved the transaction. The companies stated that the transaction is expected to close on February 1, 2026, subject to the satisfaction or waiver of remaining customary closing conditions in the merger agreement.
02—Key points
Key Highlights
- Huntington shareholders approved the issuance of Huntington common stock under the Merger Agreement with Cadence Bank, with 1,198,695,370 votes for, representing approximately 99% of votes cast on the proposal.
- Huntington shareholders also approved the adjournment proposal, with 1,145,350,513 votes for and 58,155,900 against.
- Approximately 77% of Huntington's outstanding shares entitled to vote were present virtually or by proxy, constituting a quorum at the special meeting.
- Cadence will merge with and into The Huntington National Bank, with Huntington National Bank as the surviving bank.
- The transaction is expected to close on February 1, 2026, subject to satisfaction or waiver of remaining customary closing conditions.
- Cadence Bank shareholders separately approved the merger at their special meeting held on January 6, 2026, according to the joint press release.
- Huntington described itself in the press release as a $223 billion asset regional bank holding company, and Cadence as a $53 billion regional bank.
03—Questions
Frequently Asked Questions
What did Huntington shareholders vote on at the January 6, 2026 special meeting?
Shareholders voted on a proposal to approve the issuance of Huntington common stock pursuant to the Merger Agreement with Cadence Bank, and a proposal to approve adjournment of the meeting if necessary to solicit additional proxies. Both proposals were approved.
What is the structure of the merger?
Under the Merger Agreement dated October 26, 2025, Cadence will merge with and into The Huntington National Bank, a wholly owned subsidiary of Huntington, with Huntington National Bank as the surviving bank.
When is the transaction expected to close?
The companies expect the transaction to close on February 1, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the merger agreement.
How many shares were represented at the meeting?
Of the 1,574,803,152 shares of Huntington common stock outstanding as of the November 28, 2025 record date, 1,205,416,564 shares, approximately 77%, were present virtually or by proxy, which constituted a quorum.
Did Cadence shareholders also approve the merger?
Yes. According to the joint press release attached as Exhibit 99.1, Cadence's shareholders approved the proposed merger of Cadence into The Huntington National Bank at their special meeting held on January 6, 2026.
04—Continue