Zions Bancorporation N.A. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$ZION
Major Banks
Finance
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 26, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code (801) 844-7637
| (Former name or former address, if changed since last report.) | |||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
| Depositary Shares each representing a 1/40th ownership interest in a share of: | ||||||||
| 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: | |||||||||||||||||
| 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)) | |||||||||||||||||
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 26, 2024, Zions Bancorporation, National Association (the “Bank”) held its Annual Meeting of Shareholders (the “Shareholder Meeting”). At the Shareholder Meeting, the Bank’s shareholders approved an amendment (the “Amendment”) to increase by 2,800,000 shares the number of authorized shares of the Bank’s common stock available under the 2022 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan’s terms are substantially unchanged other than the increase in the shares available for awards.
The Incentive Plan is described in the Proposal 4 section of the Bank’s definitive proxy statement for the Shareholder Meeting filed with the Securities and Exchange Commission on March 14, 2024 (as amended, the “2024 Proxy Statement”). The descriptions of the Amendment contained herein and in the 2024 Proxy Statement are qualified in their entirety by reference to the full text of the Incentive Plan and the Amendment, which is included as Appendix I to the 2024 Proxy Statement.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
At the Shareholder Meeting, shareholders elected 11 directors for a term of one year; ratified the appointment of Ernst & Young LLP as the Bank’s independent auditor for 2024; approved, on a nonbinding advisory basis, the 2023 compensation paid to the Bank’s executive officers; approved the Amendment; and rejected a request for a report on risks of politicized de-banking.
The results were as follows:
1.Election of 11 director nominees for a one-year term.
| Directors | Votes For | Votes Against | Abstentions | ||||||||
| Maria Contereras-Sweet | 103,707,750 | 400,429 | 273,300 | ||||||||
| Gary L. Crittenden | 103,107,544 | 989,230 | 284,705 | ||||||||
| Suren K. Gupta | 103,772,192 | 337,741 | 271,546 | ||||||||
| Claire A. Huang | 103,394,203 | 716,019 | 271,257 | ||||||||
| Vivian S. Lee | 102,902,273 | 1,187,786 | 291,420 | ||||||||
| Scott J. McLean | 102,627,304 | 1,504,149 | 250,026 | ||||||||
| Edward F. Murphy | 103,321,843 | 776,087 | 283,549 | ||||||||
| Stephen D. Quinn | 100,140,926 | 3,955,336 | 285,217 | ||||||||
| Harris H. Simmons | 100,212,074 | 3,936,940 | 232,465 | ||||||||
| Aaron B. Skonnard | 103,329,673 | 767,690 | 284,116 | ||||||||
| Barbara A. Yastine | 103,080,973 | 1,034,801 | 265,705 | ||||||||
2.Ratification of the appointment of Ernst & Young LLP as the Bank’s Independent Registered Public Accounting Firm to audit the Bank’s financial statements for the fiscal year ending December 31, 2024.
| Votes For | Votes Against | Abstentions | |||||||||
| 123,233,347 | 1,965,294 | 274,890 | |||||||||
3.Approval, on a nonbinding advisory basis, of the compensation paid to the Bank’s named executive officers with respect to the fiscal year ended December 31, 2023.
| Votes For | Votes Against | Abstentions | |||||||||
| 99,653,811 | 4,344,541 | 383,127 | |||||||||
4.Approval of amendments to the Bank's 2022 omnibus incentive plan.
| Votes For | Votes Against | Abstentions | |||||||||
| 98,547,128 | 5,470,873 | 363,478 | |||||||||
5.Rejection of a request for a report on risks of politicized de-banking.
| Votes For | Votes Against | Abstentions | |||||||||
| 1,322,381 | 101,929,606 | 1,129,492 | |||||||||
SIGNATURES
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.
| ZIONS BANCORPORATION, N.A. | |||||
| Date: May 1, 2024 | By: /s/ RENA MILLER | ||||
| Name: Rena Miller | |||||
Title: Executive Vice President and | |||||
| General Counsel | |||||