Zions Bancorporation Annual Meeting: Directors Elected, Say-on-Pay Passes, Heritage Proposal Fails

Key Points

• Shareholder votes: All 11 director nominees were elected with over 95% support, Ernst & Young was ratified as auditor (~96%), the advisory say‑on‑pay passed (~95%), and a Heritage Foundation proposal failed with about 2.2% support.
• Company outlook and product push: CEO Harris Simmons said Zions is "very much in a growth mode" after a decade of systems and risk work, launching a "Gold Account," a new small‑business product suite and "Wealth Select," and expanding SBA 7(a) lending to become the 11th largest 7(a) lender.
• Financials and balance‑sheet strength: Net income rose 15% to $899 million and EPS rose 21% to $6.01, with a CET1 ratio of 11.5%, an efficiency ratio of 62.6%, and non‑interest‑bearing deposits near 35% of total deposits.

Zions Bancorporation, N.A. NASDAQ: ZION held its 2026 Annual Meeting of Shareholders, where investors elected the company’s director slate, ratified its auditor, approved executive compensation on an advisory basis, and voted down a shareholder proposal submitted by The Heritage Foundation. Chairman and CEO Harris Simmons also provided a brief update on the bank’s recent performance, product initiatives, and balance sheet trends.

Shareholders elect directors and approve routine proposals

Simmons opened the meeting by confirming it had been “legally called” and that a quorum was present. Rena Miller, the bank’s general counsel and corporate secretary, confirmed she had affidavits of the notice of meeting and mailing of notices, which were to be filed with the meeting minutes.

Shareholder Sam Torgerson, who identified himself as “a shareholder of record,” moved the resolution to elect the bank’s nominees to serve one-year terms as directors. The nominees presented were:

• Maria Contreras-Sweet
• Gary L. Crittenden
• Suren K. Gupta
• Claire A. Huang
• Vivian S. Lee
• Scott J. McLean
• Edward F. Murphy
• Stephen D. Quinn
• Harris H. Simmons
• Aaron B. Skonnard
• Barbara A. Yastine

Miller seconded the motion, and Simmons said the board recommended voting for the nominees. Simmons also noted the company was not aware of any shareholders who complied with procedures for making additional nominations.

Shareholders also voted on ratifying Ernst & Young LLP as the bank’s independent auditor for fiscal 2026. Shareholder Shelly Johnson moved the resolution and Torgerson seconded it. Simmons said the board recommended a vote in favor.

A third proposal asked shareholders to approve, on a non-binding advisory basis, the 2025 compensation paid to the bank’s named executive officers as disclosed in the proxy statement. Shareholder Arthur Newell presented the resolution, Miller seconded it, and Simmons again said the board recommended voting for the proposal.

Heritage Foundation proposal fails with about 2.2% support

The final item was a shareholder proposal submitted by The Heritage Foundation requesting a report “on risks of misalignment between company policies and our customer base.” Simmons asked whether a representative was present to present the proposal, then said that because no representative attended, the proposal would be submitted for a vote without further discussion.

Simmons said the board recommended a vote against the proposal, citing “the bank’s commitment to serving its customers and communities” and its adherence to its “code of conduct, guiding principles, policies, and banking regulations.”

CEO highlights growth initiatives and product rollouts

After closing the polls, Simmons provided what he described as “a brief update on the company and its results for this past year.” He said the bank, “after a decade of a lot of internal work, replacing systems and building a risk management framework that is consistent with some of the larger banks in the nation,” is “very much in a growth mode.”

Simmons pointed to several initiatives, including new product introductions and expansion in certain lending categories. Among them:

• A new “Gold Account,” which Simmons described as “a really fabulous product for a kind of a mass affluent market.”
• A “new suite of products for small businesses” that he said are “feature-rich” and “off to a really good start,” with rollout beginning about a month prior to the meeting.
• “Wealth Select,” which Simmons described as “an investment product for individual consumers” with “between about 50,000 and $500 million in assets to invest,” which he said is “meeting with good success.”
• Expansion of SBA 7(a) and small business lending efforts; Simmons said the bank is now “the 11th largest 7(a) SBA 7(a) lender in the nation.”
• Growth in the company’s capital markets business, which Simmons said had seen “a lot of good things” happening.

Financial and balance sheet metrics discussed

Simmons said net income increased 15% to $899 million and earnings per share increased 21% to $6.01. He said adjusted pre-provision net revenue rose 12% to $1.266 billion, while return on assets was 1%. Simmons also cited an efficiency ratio of 62.6%.

On credit, Simmons said net charge-offs rose to 15 basis points during the year, “largely due to a single larger loss,” while adding that credit quality has been “a strength for us over the last decade.” He also discussed trends in earnings per share over five years, noting a dip in 2023 tied to an FDIC special assessment related to the Silicon Valley Bank failure and other bank failures.

Simmons highlighted non-interest-bearing deposits at “close to 35%” of total deposits, which he said has consistently been among best-in-class levels and supports a comparatively low total cost of deposits. He also addressed commercial real estate exposure, describing “really disciplined commercial real estate loan growth” over the last decade and saying commercial real estate loan losses were “less than $5 million in a $13 billion portfolio over the past five years.”

He cited a Common Equity Tier 1 capital ratio of 11.5%, which he said was “a little better than the peer median.”

Vote results: directors elected; auditor and say-on-pay approved

After Simmons opened the meeting to questions, Miller delivered the inspector-of-election results. According to Miller:

• Director elections: Each nominee received “over 95% of votes cast” and was elected for a one-year term.
• Auditor ratification: Ernst & Young LLP was approved by “approximately 96% of the votes cast.”
• Advisory executive compensation vote: The proposal received “approximately 95% of the votes cast” and was approved.
• Heritage Foundation proposal: The proposal received “approximately 2.2% of the votes cast” and failed.

Simmons concluded the meeting after a motion to adjourn by Torgerson, and thanked participants for attending.

About Zions Bancorporation, N.A. NASDAQ: ZION

Zions Bancorporation, N.A. is a bank holding company headquartered in Salt Lake City, Utah, offering a full suite of banking and financial services to individuals, businesses and institutions. Through its primary subsidiary, Zions Bank, the company provides commercial banking, retail banking and wealth management solutions designed to serve the needs of small businesses, middle‐market firms and high‐net‐worth clients. Its service portfolio includes deposit accounts, cash‐management tools, lending products, mortgage origination, treasury services and investment advisory services.

The company's commercial banking segment delivers custom credit and treasury management services, including working capital lines of credit, equipment financing and international trade finance.

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