01—Abstract
Summary
Summary of the 8-K filed April 24, 2026. Cited figures are marked; the original filing is the authoritative source.
Huntington Bancshares Incorporated (HBAN) filed this Form 8-K on April 24, 2026, to report the results of its 2026 Annual Meeting of Shareholders held on April 22, 2026.
The filing reports only on shareholder voting under Item 5.07; it does not contain financial results, guidance, or other financial information. Shareholders elected all 15 director nominees, including Ann B. Crane, Rafael A.
Diaz-Granados, Virginia A. Hepner, John C. Inglis, Katherine M.A.
Kline, Richard W. Neu, Kenneth J. Phelan, David L.
Porteous, Alice L. Rodriguez, James D. Rollins III, Teresa H.
Shea, Roger J. Sit, Stephen D. Steinour, Jeffrey L.
Tate, and Gary Torgow. Support for individual nominees varied, with the 'For' vote for Richard W. Neu at 1,416,237,870 and David L.
Porteous at 1,388,540,099, compared with 'Against' votes of 140,975,369 and 167,814,613, respectively. Shareholders also approved, on an advisory non-binding basis, the compensation of executives as described in the proxy materials, with 1,407,891,254 votes for and 146,434,626 against. Shareholders ratified the appointment of PwC as the independent registered public accounting firm for 2026, with 1,681,217,483 votes for and 73,468,314 against.
02—Key points
Key Highlights
- Annual Meeting held April 22, 2026; all 15 director nominees were elected.
- Say-on-pay advisory proposal approved: 1,407,891,254 For versus 146,434,626 Against, with 5,600,512 abstentions.
- Ratification of PwC as independent registered public accounting firm for 2026 approved: 1,681,217,483 For versus 73,468,314 Against.
- Director vote support varied; Richard W. Neu (140,975,369 Against) and David L. Porteous (167,814,613 Against) received the highest Against votes among nominees.
- Broker non-votes of 197,411,063 were recorded on each director election and the say-on-pay proposal.
- The filing discloses no financial results, earnings, or guidance; it is limited to Item 5.07 shareholder voting results.
- Common stock (HBAN) and multiple preferred depositary shares (HBANP, HBANM, HBANL, HBANZ) are listed on Nasdaq.
03—Questions
Frequently Asked Questions
What matters did shareholders vote on at the 2026 Annual Meeting?
Shareholders voted on three proposals: the election of 15 directors, an advisory non-binding vote on executive compensation, and ratification of PwC as the independent registered public accounting firm for 2026.
Were all director nominees elected?
Yes. The filing lists all 15 nominees, and each received a substantially larger For vote than Against vote, so each is reported as approved by shareholders.
How did shareholders vote on executive compensation?
The say-on-pay proposal was approved on an advisory, non-binding basis, with 1,407,891,254 votes For, 146,434,626 Against, and 5,600,512 Abstentions. Broker non-votes totaled 197,411,063.
Does this filing include financial results or guidance?
No. This Form 8-K reports only the outcome of shareholder votes under Item 5.07. It does not contain financial performance data or forward-looking guidance.
Who is the company's independent auditor for 2026?
Shareholders ratified the appointment of PwC as the independent registered public accounting firm for 2026, with 1,681,217,483 votes For, 73,468,314 Against, and 2,679,953 Abstentions.
04—Continue