HANCOCK WHITNEY CORP 8-K

What Happened

• Hancock Whitney Corporation held a virtual-only annual meeting on April 29, 2026 (record date March 2, 2026). At the record date the company had 81,546,524 shares outstanding; 74,452,585 shares were represented virtually or by proxy at the meeting.
• Shareholders elected five directors to three-year terms expiring in 2029: Frank E. Bertucci; Constantine S. Liollio; Thomas H. Olinde; Joan C. Teofilo; and C. Richard Wilkins. The company also reported an advisory (non-binding) vote to approve the compensation of its named executive officers and ratified PricewaterhouseCoopers LLP as its independent registered public accounting firm for 2026.

Key Details

• Record date and attendance: 81,546,524 shares outstanding; 74,452,585 shares represented at the meeting.
• Director vote totals (For / Withheld; broker non-votes = 6,170,065 for each nominee):
  • Frank E. Bertucci: 66,519,775 For; 1,762,745 Withheld.
  • Constantine S. Liollio: 66,490,890 For; 1,791,630 Withheld.
  • Thomas H. Olinde: 65,316,254 For; 2,966,266 Withheld.
  • Joan C. Teofilo: 67,051,852 For; 1,230,668 Withheld.
  • C. Richard Wilkins: 67,057,925 For; 1,224,595 Withheld.
• Advisory compensation vote: Approved — 67,398,823 For; 766,283 Against; 117,414 Abstentions; broker non-votes 6,170,065.
• Auditor ratification: PricewaterhouseCoopers LLP approved — 74,126,342 For; 298,246 Against; 27,997 Abstentions.

Why It Matters

• Board composition secured: Electing these directors sets the Corporation’s board lineup through 2029, affecting governance and oversight continuity.
• Executive pay support: The advisory approval signals majority shareholder support for the company’s executive compensation as disclosed, though the vote is non-binding.
• Audit continuity: Ratifying PwC confirms the independent auditor for 2026, which matters for financial reporting and investor confidence.
• Proxy context: The filing reports significant broker non-votes (6,170,065), which represent shares present but not voted on certain matters and are disclosed in the official vote totals.