Huntington Bancshares Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

On January 6, 2026, Huntington Bancshares Incorporated (“Huntington”) held a special meeting of shareholders (the “Huntington special meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 26, 2025, by and among Huntington, The Huntington National Bank, a national bank and wholly owned subsidiary of Huntington (“Huntington National Bank”) and Cadence Bank (“Cadence”), which provides, among other things and subject to the terms and conditions set forth therein, that Cadence will merge with and into Huntington National Bank, with Huntington National Bank as the surviving bank.

 

As of the close of business on November 28, 2025, the record date for the Huntington special meeting, there were 1,574,803,152 shares of common stock, par value $0.01, of Huntington (“Huntington common stock”) outstanding, each of which was entitled to one vote for each proposal at the Huntington special meeting.  At the Huntington special meeting, a total of 1,205,416,564 shares of Huntington common stock, representing approximately 77% of the shares of Huntington common stock outstanding and entitled to vote, were present virtually via the Huntington special meeting website or by proxy, constituting a quorum to conduct business.

 

At the Huntington special meeting, the following proposals were considered:

 

 

 

Both of these proposals were approved by the requisite vote of Huntington’s shareholders.  The final voting results for both proposals are described below.  For more information on both of these proposals, see the definitive joint proxy statement/prospectus filed by Huntington with the U.S. Securities and Exchange Commission on December 3, 2025.

 

 

The Huntington share issuance proposal received the vote of more than a majority of the votes cast on the Huntington share issuance proposal by the holders of Huntington common stock at the Huntington special meeting.  The votes cast in favor of the Huntington share issuance proposal represented approximately 99% of all votes cast on the Huntington share issuance proposal.

 

 

The Huntington adjournment proposal received the vote of more than a majority of the votes cast on the Huntington adjournment proposal by the holders of Huntington common stock entitled to vote.  The votes cast in favor of the Huntington adjournment proposal represented approximately 95% of all votes cast on the Huntington adjournment proposal.

 

Because there were sufficient votes to approve the share issuance proposal , no adjournment of the Huntington special meeting was determined to be necessary or appropriate, and accordingly, the Huntington special meeting was not adjourned and proceeded to conclusion.

 

On January 6, 2026, Huntington and Cadence issued a joint press release announcing the results of the Huntington special meeting and the results of the special meeting of Cadence shareholders held on January 6, 2026.  A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.