0000049196-26-000038
SEC filingAt its April 22, 2026 Annual Meeting, Huntington Bancshares Incorporated shareholders approved the election of 15 director nominees, advisory approval of executive compensation, and ratification of PwC as independent auditor for 2026.
The shareholder vote results reflect routine governance outcomes with notable variation in director support levels—Virginia A. Hepner and Alice L. Rodriguez each received over 95% For votes, while Ann B. Crane and Richard W. Neu received under 88% and 89%, respectively, suggesting potential concerns about specific board members’ performance or alignment. The advisory vote on executive compensation passed comfortably at 90.4% For, consistent with peer bank outcomes and signaling minimal dissent on pay-for-performance design. Ratification of PwC passed with 95.8% For and zero Broker Non-Votes, distinguishing it from the other proposals and underscoring strong consensus on auditor continuity. The uniform Broker Non-Vote count of 197,411,063 across director elections and Proposal 2 indicates a fixed pool of shares held in street name where brokers lacked discretionary authority to vote on non-routine matters—this represents approximately 11.2% of total votes cast on those items and highlights structural limitations in retail shareholder engagement. No changes to board composition, executive leadership, or auditor were contested or rejected, confirming stability in corporate governance posture heading into 2026.