Hancock Whitney Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five director nominees (Frank E. Bertucci, Constantine S. Liollio, Thomas H. Olinde, Joan C. Teofilo, and C. Richard Wilkins) to serve until the 2029 annual meeting.

2. 2

   Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables and narrative.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation disclosed for the Company’s named executive officers in the proxy materials. Management seeks shareholder endorsement to reaffirm its pay-for-performance framework which ties a majority of executive pay to measured corporate results through annual cash incentives and long-term performance stock units (PSUs). The 2025 program emphasizes performance-based pay: approximately 60% of long-term incentives are PSUs (measured by relative TSR, relative ROAA and relative ROATCE) and a substantial portion of annual incentives is tied to adjusted EPS, adjusted pre-provision net revenue, and a credit-quality metric. The Compensation Committee certified 2025 results that produced an aggregate annual cash incentive payout at 122.14% of target and disclosed that 2023 PSUs vested at 129.24% of target, illustrating material alignment between payouts and realized company performance. Management also describes robust governance practices supporting the program, including independent committee oversight, recoupment policies, stock ownership guidelines, and a high proportion of at-risk compensation to align executives with shareholders. The Board and Compensation Committee argue that these features, together with a comparative peer-based review and consultant input, justify shareholder approval as a signal of support for the compensation philosophy and specific 2025 outcomes. The vote is advisory only; however, the Board commits to consider the vote’s outcome when making future compensation decisions. In the Company’s context—improving adjusted PPNR, EPS growth, dividend increases, and share repurchases in 2025—the Board frames the compensation program as both reward for performance and a mechanism to retain executives while protecting shareholders via governance safeguards. Overall, the proposal centers on endorsing a program that ties pay to both short- and long-term financial metrics and peer-relative performance while preserving Board discretion to respond to shareholder feedback.

3. 3

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Board’s selection of PricewaterhouseCoopers LLP as Hancock Whitney Corporation’s independent registered public accounting firm for 2026.

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When is the Hancock Whitney Corp 2026 annual meeting?

Hancock Whitney Corp (HWC) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.

What is the record date for the Hancock Whitney Corp 2026 meeting?

The record date for the Hancock Whitney Corp 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Hancock Whitney Corp's 2026 meeting?

The board is presenting 5 director nominees at the Hancock Whitney Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Hancock Whitney Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Hancock Whitney Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.