Huntington Bancshares (HBAN) Proxy Filing summary

Executive summary

• Achieved 11% revenue growth and $10B organic loan growth in 2025, with $5B core deposit growth and expansion into 21 states through key mergers and organic initiatives.

• Added three new directors from the Cadence merger, enhancing board expertise in financial services and regional markets.

• Continued investments in digital capabilities, fintech partnerships, and AI implementations to drive customer engagement and revenue growth.

• Received an "Outstanding" CRA rating for the third consecutive year and financed over 8,000 affordable housing units with $1B in investments and loans.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 15 directors, (2) advisory approval of executive compensation, and (3) ratification of PwC as independent auditor for 2026.

• Board recommends a vote FOR all proposals.

• Virtual annual meeting scheduled for April 22, 2026.

Board of directors and corporate governance

• Board expanded to 15 members, 80% independent, with an average tenure of 8 years and robust diversity.

• Annual board and committee evaluations, ongoing refreshment, and succession planning processes in place.

• Independent Lead Director role with clearly defined authority; all committee chairs are independent.

• Board committees include Audit, HRCC, NCG, Risk Oversight, Technology, Executive, and Integration Oversight.

• Regular shareholder engagement and feedback incorporated into governance and compensation practices.