Attached files
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| EX-3.1 - HANCOCK WHITNEY CORP | hwc-20180529xex3_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 24, 2018
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HANCOCK WHITNEY CORPORATION
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(Exact Name of Registrant as Specified in Charter)
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Mississippi
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001-36872
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64-0693170
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Hancock Whitney Plaza
2510 14th Street
Gulfport, Mississippi
(Address of Principal Executive Offices)
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39501
(Zip Code)
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Registrant’s telephone number, including area code: (228) 868-4000
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Hancock Holding Company
(Former Name or Former Address, if Changed Since Last Report)
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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 communication 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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2)
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.
Hancock Whitney Corporation (formerly Hancock Holding Company, the “Company”) held its 2018 annual meeting of shareholders (the “Annual Meeting”) on May 24, 2018 in Gulfport, Mississippi. As of March 23, 2018, the record date for the Annual Meeting, the Company had 86,794,121 shares of common stock outstanding and entitled to vote. Of that number, 73,085,678 shares were represented in person or by proxy at the Annual Meeting. The Company’s shareholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.
Proposal 1: Election of Directors
Each of the individuals listed below was elected at the Annual Meeting to serve a three-year term on the Company’s Board of Directors expiring in 2021, as indicated below.
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Nominees for a Three-Year Term
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Votes For
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Votes Withheld
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Broker Non-Votes
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John M. Hairston
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64,653,585 | 412,370 | 8,019,723 |
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James H. Horne
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64,595,819 | 470,136 | 8,019,723 |
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Jerry L. Levens
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64,780,005 | 285,950 | 8,019,723 |
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Christine L. Pickering
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64,065,727 | 1,000,228 | 8,019,723 |
Proposal 2: Amendment to the Company’s Articles of Incorporation to Change the Company’s Name to “Hancock Whitney Corporation”
Proposal 2 was a proposal to approve an amendment to our composite articles of incorporation to change the Company’s name to “Hancock Whitney Corporation,” a copy of which is filed as Exhibit 3.1 to this report on Form 8-K and incorporated herein by reference. This proposal was approved.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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| 72,653,445 | 335,211 | 97,022 | 0 |
Proposal 3: Advisory Vote on Compensation of Named Executive Officers
Proposal 3 was an advisory vote on compensation of named executive officers as disclosed in the proxy materials for the Annual Meeting. This advisory vote was approved.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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| 62,934,154 | 1,941,834 | 189,967 | 8,019,723 |
Proposal 4: Ratification of the Appointment of Auditors
Proposal 4 was a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the books of the Company and its subsidiaries for 2018. This proposal was approved.
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Votes For
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Votes Against
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Abstentions
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| 72,388,139 | 634,153 | 63,386 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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3.1
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SIGNATURE
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.
| HANCOCK WHITNEY CORPORATION | |||
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May 29, 2018
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By:
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/s/ Michael M. Achary | |
| Michael M. Achary | |||
| Chief Financial Officer | |||