04/23/2021 | Press release | Distributed by Public on 04/23/2021 11:53

Amendment to Current Report (SEC Filing - 8-K/A)

hwc-8ka_20210421.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________

FORM 8-K/A

________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 21, 2021

________________

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:

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. ☐

Explanatory Note

This Current Report on Form 8-K/A is being filed to update the Current Report on Form 8-K filed by Hancock Whitney Corporation (the 'Company') on April 22, 2021 (the 'Original Form 8-K') with the U.S. Securities and Exchange Commission which reported the final voting results of the Company's 2021 annual meeting of shareholders held on April 20, 2021 (the 'Annual Meeting'). The purpose of this amendment is to correct the submission heading of the 8-K to reflect inclusion of the Item 5.07 disclosures. No modifications have been made to the disclosures contained in the Original Form 8-K.

Item 5.07Submission of Matters to a Vote of Security Holders.

Hancock Whitney Corporation (the 'Company') held its 2021 annual meeting of shareholders (the 'Annual Meeting') on April 21, 2021 in Gulfport, Mississippi. Due to public health concerns of the COVID-19 pandemic, the Annual Meeting was held in a virtual-only format.

At the close of business on February 26, 2021, the record date for the Annual Meeting, the Company had 88,472,258 shares of common stock outstanding and entitled to vote. Of that number, 76,988,754 shares of common stock were represented virtually or by proxy at the Annual Meeting. The Company's shareholders voted on the following three 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 2024, as indicated below.

Proposal 2: Advisory Vote on Compensation of Named Executive Officers

Proposal 2 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.

Proposal 3: Ratification of the Appointment of Auditors

Proposal 3 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 2021. This proposal was approved.

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.

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