Zions Bancorporation National Association

This management proposal asks shareholders to cast a non-binding advisory vote approving the Bank’s 2025 executive compensation disclosures (the CD&A, compensation tables, and related material). Management seeks this advisory approval as part of its annual say-on-pay practice and to confirm alignment between executive pay and the Bank’s performance, strategy, and shareholder interests. The Compensation Committee designed compensation emphasizing performance-based pay (long-term incentives and annual cash incentives tied to financial and strategic objectives), risk mitigation (clawbacks, deferral, award caps, multi-year performance measures), and stock ownership requirements to align management and shareholder interests. The proposal is advisory only and would not bind the Board, but the Board will consider the vote outcome when making future compensation decisions; historically the Bank received strong shareholder support (over 95% in the prior year). The Board recommends FOR because it believes the 2025 program appropriately balanced pay-for-performance, retention, and prudent risk management, and because independent advisors and governance processes supported the Committee’s decisions. Notable context includes the Bank’s use of a custom peer group for benchmarking, the incorporation of enterprise and affiliate-level long-term value-sharing plans, and post-vesting holding restrictions for senior executives to further align with long-term shareholder value. Given the non-binding nature of the vote, shareholders should view it as a signal to the Compensation Committee about the acceptability of the Bank’s compensation approach rather than a directive.

The Heritage Foundation-sponsored proposal asks the Board to commission an evaluation and publish a report within one year assessing whether Zions’ policies, public statements, and partnerships are misaligned with the values of portions of its customer base and whether that misalignment creates legal, regulatory, or reputational risk. The proponent’s argument rests on citations to the Bank’s DEI-related language, supplier diversity programs, ESG/conservation efforts, and third‑party indices (e.g., Viewpoint Diversity Score, HRC, 1792 Exchange) to claim brand politicization has damaged reputation and threatens customer trust and value; the resolution requests a formal assessment of these risks. Management counters that the Bank already conducts robust stakeholder engagement, publishes public disclosures (Code of Business Conduct, Corporate Responsibility Report), maintains complaint‑tracking and governance processes, and that charitable giving does not exclude religious organizations — concluding the requested report would be duplicative and an inefficient use of resources. The proposal raises governance and reputational risk questions that are fact‑specific: materiality depends on customer concentration, measurable impacts to deposit or revenue trends, and the Board’s willingness to act on findings; management’s clear opposition and emphasis on existing disclosures makes it likely the Board will resist producing the requested standalone report. From a governance perspective, the proposal is narrow in scope (a report rather than a policy change) but could prompt investor engagement or further resolutions if particular risks are substantiated; however, the Board’s public response frames existing controls and outreach as a substantive counterweight. The controversy therefore centers on whether public disclosures and existing engagement materially address the shareholder’s information need or whether an independent, detailed assessment would reveal quantifiable risk exposures warranting governance actions.