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HBAN · Current Report (Form 8-K) · Filed April 24, 2026

Huntington Bancshares Inc — Current Report (Form 8-K)

Form
8-K
Filed
April 24, 2026
Period
Apr 22, 2026
Ticker
HBAN
Accession
0000049196-26-000038
Boardroom Alpha · Filing insights

Shareholders elected directors, approved the advisory vote on executive compensation, and ratified PwC as auditor.

About Huntington Bancshares Inc
Market cap
$32.9B
1Y TSR
+3.3%
3Y TSR
+18.9%
Board grade
C+
Sector
Financial Services
CEO
Stephen D Steinour
Last annual meeting: Apr 22, 2026 · View full Huntington Bancshares Inc profile →
hban-20260422

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ______________________________________________________________________________________________________________________________
FORM 8-K
 _______________________________________________________________________________________________________________________________
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 22, 2026
 ______________________________________________________________________________________________________________________________
Huntington_Exception_Logo_Horizontal_RGB_Dark (002).jpg
Huntington Bancshares Incorporated
(Exact name of registrant as specified in its charter)
 _______________________________________________________________________________________________________________________________
Maryland1-3407331-0724920
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
Registrant's address: 41 South High Street, Columbus, Ohio 43287
Registrant’s telephone number, including area code: (614) 480-2265
Not Applicable
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 _______________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock)HBANPThe Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock)HBANMThe Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock)HBANLThe NASDAQ Stock Market LLC
Depositary Shares (each representing a 1/1000th interest in a share of 5.50% Series L Non-Cumulative, perpetual preferred stock)
HBANZ
The Nasdaq Stock Market LLC
Common Stock—Par Value $0.01 per ShareHBANThe Nasdaq Stock Market LLC
Nasdaq Texas, LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§24012b-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.



Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 22, 2026, the following matters were voted upon and approved by the shareholders of Huntington at its 2026 Annual Meeting of Shareholders:
Proposal 1 – Election of directors
NomineeForAgainstAbstentionsBroker
Non-Votes
Ann B. Crane1,448,601,285 108,156,586 3,196,702 197,411,063 
Rafael A. Diaz-Granados1,510,943,734 46,207,025 2,803,814 197,411,063 
Virginia A. Hepner1,550,298,508 7,127,904 2,528,161 197,411,063 
John C. Inglis1,530,917,497 26,330,529 2,706,547 197,411,063 
Katherine M.A. Kline1,530,762,515 25,571,383 3,620,675 197,411,063 
Richard W. Neu1,416,237,870 140,975,369 2,741,335 197,411,063 
Kenneth J. Phelan1,536,987,810 20,278,097 2,688,666 197,411,063 
David L. Porteous1,388,540,099 167,814,613 3,599,861 197,411,063 
Alice L. Rodriguez1,549,927,183 7,451,338 2,576,053 197,411,063 
James D. Rollins III1,530,244,409 27,141,984 2,568,181 197,411,063 
Teresa H. Shea1,547,031,274 10,265,747 2,657,552 197,411,063 
Roger J. Sit1,546,251,912 11,293,224 2,409,437 197,411,063 
Stephen D. Steinour1,426,474,110 131,272,231 2,208,232 197,411,063 
Jeffrey L. Tate1,531,472,702 25,041,611 3,440,033 197,411,063 
Gary Torgow1,527,401,760 29,786,977 2,765,836 197,411,063 

Proposal 2 – Approval, on an advisory, non-binding basis, of the compensation of executives as described in the proxy materials.
ForAgainstAbstentionsBroker
Non-Votes
1,407,891,254 146,434,626 5,600,512 197,411,063 

Proposal 3 – Ratification of the appointment of PwC as our independent registered public accounting firm for 2026.
ForAgainstAbstentionsBroker
Non-Votes
1,681,217,483 73,468,314 2,679,953 — 
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.
 
HUNTINGTON BANCSHARES INCORPORATED
Date:April 24, 2026By:
/s/ Marcy C. Hingst
Marcy C. Hingst
General Counsel


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Reference

Frequently asked questions

When did Huntington Bancshares Inc file this 8-K?
Huntington Bancshares Inc (HBAN) filed this Current Report (Form 8-K) with the SEC on April 24, 2026. The accession number assigned by EDGAR is 0000049196-26-000038.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Shareholders elected directors, approved the advisory vote on executive compensation, and ratified PwC as auditor. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Huntington Bancshares Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Huntington Bancshares Inc has filed under CIK 49196, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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