--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-015502" form_type: "8-K" ticker: "HWC" cik: "0000750577" company_name: "HANCOCK WHITNEY CORP" filed_at: "2023-04-28T23:59:59+00:00" generated_at: "2026-06-16T07:04:23.576823+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Hancock Whitney shareholders approve all four proposals at 2023 annual meeting ## Summary - All five director nominees elected: Bertucci, Liollio, Olinde, Teofilo, Wilkins for three-year terms. - Advisory vote on executive compensation passed with 67.2M for vs 2.9M against. - Shareholders selected '1 year' as frequency for future say-on-pay votes (65.2M votes). - Ratification of PricewaterhouseCoopers as independent auditor for 2023 approved (76.9M for). ## SEC filing metadata - accession: 0000950170-23-015502 - form_type: 8-K - ticker: HWC - cik: 0000750577 - company_name: HANCOCK WHITNEY CORP - filed_at: 2023-04-28T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/750577/000095017023015502/0000950170-23-015502-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/750577/000095017023015502/hwc-20230426.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-015502 - JSON: https://secwatch.observer/filing/0000950170-23-015502.json - Plain text: https://secwatch.observer/filing/0000950170-23-015502.txt ## Key facts - Shareholder Votes HANCOCK WHITNEY CORP shareholders approved Election of Directors at the 2023-04-26 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-26 source text: The Company’s shareholders voted on the following four 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 2026, as indicated below. Nominees for a Three-Year Term Votes For Votes Withheld Broker Non-Votes Frank E. Bertucci 67,453,691 2,784,036 7,413,900 Constantine S. Liollio 69,599,273 638,454 7,413,900 Thomas H. Olinde 67,943,056 2,294,671 7,413,900 Joan C. Teofilo 69,803,611 434,116 7,413,900 C. Richard Wilkins 69,634,472 603,255 7,413,900 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. Votes For Votes Against Abstentions Broker Non-Votes 67,216,599 2,865,088 156,040 7,413,900 Proposal 3: Advisory evidence_url: https://www.sec.gov/Archives/edgar/data/750577/000095017023015502/0000950170-23-015502-index.htm - Shareholder Votes HANCOCK WHITNEY CORP shareholders approved Advisory Vote on Compensation of Named Executive Officers at the 2023-04-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-26 source text: The Company’s shareholders voted on the following four 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 2026, as indicated below. Nominees for a Three-Year Term Votes For Votes Withheld Broker Non-Votes Frank E. Bertucci 67,453,691 2,784,036 7,413,900 Constantine S. Liollio 69,599,273 638,454 7,413,900 Thomas H. Olinde 67,943,056 2,294,671 7,413,900 Joan C. Teofilo 69,803,611 434,116 7,413,900 C. Richard Wilkins 69,634,472 603,255 7,413,900 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. Votes For Votes Against Abstentions Broker Non-Votes 67,216,599 2,865,088 156,040 7,413,900 Proposal 3: Advisory evidence_url: https://www.sec.gov/Archives/edgar/data/750577/000095017023015502/0000950170-23-015502-index.htm - Shareholder Votes HANCOCK WHITNEY CORP shareholders approved Advisory Vote on Frequency of Future Advisory Votes on Compensation of our Named Executive Officers at the 2023-04-26 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-04-26 source text: The Company’s shareholders voted on the following four 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 2026, as indicated below. Nominees for a Three-Year Term Votes For Votes Withheld Broker Non-Votes Frank E. Bertucci 67,453,691 2,784,036 7,413,900 Constantine S. Liollio 69,599,273 638,454 7,413,900 Thomas H. Olinde 67,943,056 2,294,671 7,413,900 Joan C. Teofilo 69,803,611 434,116 7,413,900 C. Richard Wilkins 69,634,472 603,255 7,413,900 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. Votes For Votes Against Abstentions Broker Non-Votes 67,216,599 2,865,088 156,040 7,413,900 Proposal 3: Advisory evidence_url: https://www.sec.gov/Archives/edgar/data/750577/000095017023015502/0000950170-23-015502-index.htm - Shareholder Votes HANCOCK WHITNEY CORP shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2023-04-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-26 source text: The Company’s shareholders voted on the following four 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 2026, as indicated below. Nominees for a Three-Year Term Votes For Votes Withheld Broker Non-Votes Frank E. Bertucci 67,453,691 2,784,036 7,413,900 Constantine S. Liollio 69,599,273 638,454 7,413,900 Thomas H. Olinde 67,943,056 2,294,671 7,413,900 Joan C. Teofilo 69,803,611 434,116 7,413,900 C. Richard Wilkins 69,634,472 603,255 7,413,900 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. Votes For Votes Against Abstentions Broker Non-Votes 67,216,599 2,865,088 156,040 7,413,900 Proposal 3: Advisory evidence_url: https://www.sec.gov/Archives/edgar/data/750577/000095017023015502/0000950170-23-015502-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.