Huntington Bancshares (HBAN) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 20, 2017

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HUNTINGTON BANCSHARES INCORPORATED

(Exact name of registrant as specified in its charter)

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Maryland	1-34073	31-0724920
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Huntington Center 41 South High Street Columbus, Ohio	43287
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (614) 480-8300

Not Applicable

(Former name or former address, if changed since last report.)

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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 (see General Instruction A.2. below):

¨ 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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 20, 2017, the following matters were voted upon and approved by the shareholders of Huntington at its 2017 Annual Meeting of Shareholders:

				For		Against/ Withheld		Abstentions	Broker Non-Votes	Uncast
1.	Election of fifteen directors to serve a one-year term expiring at the 2018 annual meeting:
	Lizabeth Ardisana			822,785,513		5,020,129			139,845,044	2,309
	Ann (“Tanny”) B. Crane			823,302,965		4,502,677			139,845,044	2,309
	Robert S. Cubbin			822,343,779		5,461,862			139,845,044	2,309
	Steven G. Elliott			822,986,977		4,818,665			139,845,044	2,309
	Michael J. Endres			821,380,802		6,424,840			139,845,044	2,309
	Gina D. France			820,797,858		7,007,784			139,845,044	2,309
	J. Michael Hochschwender			823,468,829		4,336,813			139,845,044	2,309
	Chris Inglis			823,081,551		4,724,091			139,845,044	2,309
	Peter J. Kight			821,782,418		6,023,224			139,845,044	2,309
	Jonathan A. Levy			823,111,449		4,694,193			139,845,044	2,309
	Eddie R. Munson			823,075,737		4,729,905			139,845,044	2,309
	Richard W. Neu			823,360,695		4,444,947			139,845,044	2,309
	David L. Porteous			812,650,344		15,155,298			139,845,044	2,309
	Kathleen H. Ransier			817,715,613		10,090,029			139,845,044	2,309
	Stephen D. Steinour			792,448,751		35,356,890			139,845,044	2,309
	Each of the nominees for director received the favorable vote of at least 95% of the votes cast.
2.	Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year 2017			960,267,629		5,666,243		1,719,122
				99.4	%	0.6	%
3.	Advisory resolution to approve, on a non-binding basis, the compensation of executives as disclosed in Huntington’s Proxy Statement.			796,352,387		28,118,105		3,337,459	139,845,044
				96.5	%	3.5	%
		1 Year		2 Year		3 Year		Abstentions	Broker Non-Votes	Uncast
4.	Advisory, non-binding recommendation on the frequency of future advisory votes on executive compensation	742,416,292		3,057,081		77,833,854		4,498,261	139,845,044	2,461
		90.2	%	0.4	%	9.4	%

Huntington will include an advisory, non-binding vote on executive compensation in its proxy materials pursuant to Section 14A of the Securities Exchange Act of 1934 on an annual basis until the next advisory vote on the frequency of advisory votes on executive compensation, which will occur no later than Huntington’s 2023 Annual Meeting of Shareholders.

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.

		HUNTINGTON BANCSHARES INCORPORATED
Date:	April 21, 2017	By:	/s/ Richard A. Cheap
			Richard A. Cheap
			Title: Secretary