Huntington Bancshares Shareholders Elect Directors, Approve Say-on-Pay at 2026 Annual Meeting

Key Points

• Shareholders elected all 15 directors, including three new directors from the Cadence combination—James D. Rollins III, Virginia A. Hepner and Alice Rodriguez—approved the advisory say-on-pay executive compensation vote, and ratified PricewaterhouseCoopers as the 2026 auditor.
• Management called 2025 “transformational,” reporting 11% revenue growth, 16% adjusted EPS growth, $225 billion in assets (becoming a top-10 regional bank), 290 bps of operating leverage, and strong credit metrics (net charge-offs 22 bps, ACL 1.83%), and said Cadence and Veritex partnerships plus investments in payments, wealth and capital markets position Huntington for accelerated growth in 2026.

Huntington Bancshares NASDAQ: HBAN shareholders elected directors, approved executive compensation on an advisory basis, and ratified the company’s auditor during the company’s 2026 annual meeting of shareholders held virtually, Chairman, President and CEO Steve Steinour said.

Director elections and shareholder votes

Steinour opened the meeting by introducing the directors standing for election and noting the attendance of the company’s executive leadership team. He highlighted three new directors who joined the board “as part of our combination with Cadence”: James D. Rollins III, Virginia A. Hepner, and Alice Rodriguez.

Steinour described Rollins as the former chairman and CEO of Cadence Bank; Hepner as the retired president and CEO of the Woodruff Arts Center and a retired Wachovia Bank executive; and Rodriguez as the co-owner of Kendall Milagro, Inc. and a retired JPMorgan Chase & Co executive.

Shareholders voted on three proposals:

• Proposal 1: Election of 15 directors for one-year terms expiring at the 2027 annual meeting
• Proposal 2: Advisory, non-binding approval of executive compensation (“say on pay”)
• Proposal 3: Ratification of PricewaterhouseCoopers as the independent registered public accounting firm for 2026

Following the close of polls, Steinour said the inspector of election delivered a preliminary report indicating that all director nominees were elected, the say-on-pay proposal was approved, and the appointment of PricewaterhouseCoopers was ratified. Steinour said final voting results would be included in a Form 8-K to be filed within four business days.

Management comments on 2025 performance

After the formal business concluded, Steinour provided an overview of the company’s 2025 performance. He also reminded shareholders that Huntington’s first-quarter earnings release was scheduled for the next morning, Thursday, April 23, with an earnings call set for 9:00 a.m. Eastern Time. Steinour said his comments during the meeting would “focus only on 2025.”

Steinour characterized 2025 as “a transformational year,” saying the company strengthened its platform and set a foundation for “accelerated growth in 2026 and beyond.” He said Huntington’s consumer and regional bank operates across 21 states and combines “national capabilities with locally led execution,” while the commercial bank provides scale through middle market banking, specialty verticals, asset finance, and capital markets, with many commercial businesses operating nationally.

He also pointed to growth initiatives in payments, wealth management, and capital markets, saying the company is “driving strong fee revenue growth through sustained investment.” Steinour said partnerships with Veritex Community Bank and Cadence Bank “meaningfully expanded” Huntington’s footprint and positioned the company for further growth.

Growth, operating leverage, and credit metrics

Steinour cited several financial metrics for 2025, including:

• 11% revenue growth
• 16% adjusted earnings per share growth
• 290 basis points of positive operating leverage

He said the results were accompanied by “strong credit performance,” which he said generated capital and reinforced Huntington’s ability to compound performance.

Steinour also said that by year-end 2025, Huntington had grown to $225 billion in assets and had become a “top 10 regional bank in the U.S.” He attributed performance to scale, investments in capabilities and geographies, and disciplined expense management, which he said contributed to $3.4 billion in pre-provision net revenue.

On organic growth, Steinour said primary bank relationships expanded in 2025, rising 4% in consumer banking and 7% in business banking, reflecting a focus on acquiring customers, deepening relationships, and expanding wallet share while maintaining diversified portfolios.

For fee-based businesses, Steinour said fee revenues have grown at a “steady, high single digit” compound annual growth rate since 2023, and he described the company’s strategy as focused on payments, wealth management, and capital markets.

Steinour said credit performance remained “very strong.” He reported net charge-offs were stable at 22 basis points for the year and “well below” the company’s through-the-cycle range, while the allowance for credit losses ended the year at 1.83%.

Shareholder question on Detroit community investment

During the Q&A, one shareholder asked how Huntington plans to continue or expand support for nonprofit organizations serving Detroit residents, including in Southwest Detroit. Steinour responded that Huntington has “a terrific team in Michigan” and said community involvement is led in part by Gary Torgow, whom he identified as the bank chairman in Michigan.

Steinour said the company expects to continue its support “at a minimum” and “expect[s] to find more ways to be even more meaningful to the nonprofit community,” adding that challenges “are somewhat greater than they’ve been in recent past.”

No additional shareholder questions were submitted. Steinour closed the meeting by thanking shareholders and adjourning the session.

About Huntington Bancshares NASDAQ: HBAN

Huntington Bancshares Incorporated NASDAQ: HBAN is a bank holding company headquartered in Columbus, Ohio, that provides a broad range of banking and financial services through its principal subsidiary, Huntington National Bank. The company's operations are centered on retail and commercial banking, and it serves individual consumers, small and middle-market businesses, and institutional customers.

Huntington's product offerings include traditional deposit and lending products, consumer and commercial loans, mortgage origination and servicing, auto financing, and business banking solutions.

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