Zions Bancorporation (ZION) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 1, 2026, with shareholders voting on director elections, auditor ratification, executive compensation, and a shareholder proposal regarding policy alignment with the customer base.

• Proxy materials are provided online to reduce costs and environmental impact, with paper copies available upon request.

• Shareholders can vote via internet, mail, mobile device, telephone, or in person at the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 11 directors for a one-year term, (2) ratification of Ernst & Young LLP as independent auditor, (3) advisory approval of 2025 executive compensation, and (4) a shareholder proposal requesting a report on risks from misalignment between company policies and customer base.

• The board recommends voting FOR all management proposals and AGAINST the shareholder proposal.

• The shareholder proposal, submitted by The Heritage Foundation, requests a report on potential risks from company policies perceived as misaligned with customer values; the board opposes this, citing robust stakeholder engagement and existing disclosures.

Board of directors and corporate governance

• The board consists of 11 directors, 82% of whom are independent; all standing committees are chaired by independent directors.

• Directors bring expertise in finance, risk management, technology, operations, and strategic planning.

• The board conducts annual self-evaluations, has a mandatory retirement age of 75, and emphasizes diversity (45% total diversity, 36% gender and racial/ethnic diversity).

• Board succession planning emphasizes diversity, relevant experience, and commitment to time and responsibilities.

• Shareholder rights include one share, one vote; no dual-class stock; and the right to call special meetings with 51% ownership.