Hancock Whitney Corporation - 6 (HWC) 8-K/A Submission of Matters to a Vote of Security Holders

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

————

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 31, 2011

HANCOCK HOLDING COMPANY

(Exact Name of Registrant as Specified in its Charter)

Mississippi	0-13089	64-0693170
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Hancock Plaza

2510 14th Street

Gulfport , Mississippi 39501

(Address of principal executive offices)

(228) 868-4000

(Registrant's telephone number, including area code)

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))

Item 5.07.  Submission of Matters to a Vote of Security Holders.  This Current Report on Form 8-K/A updates informatrion reported on Form 8-K filed on April 6, 2011. On March 31, 2011, Hancock Holding Company held its regular Annual Shareholders' Meeting.  Four proposals were presented at the meeting.  29,949,438 shares out of a total of 36,914,746 shares were represented by proxy or in person, representing approximately 81.1% of the stock outstanding.  The results of shareholder votes cast at the meeting are included in the teller report immediately following:

On July 19, 2011, the Board of Hancock Holding Company considered the above-referenced vote of the Company's shareholders regarding the frequency of shareholder votes on executive compensation. Consistent with and in light of the Company's shareholder vote previously reported, the Board determined to include a shareholder vote on the compensation of its executives in the Company’s proxy materials once every three years.

H A N C O C K   H O L D I N G   C O M P A N Y

ANNUAL SHAREHOLDERS MEETING

March 31, 2011

TELLER REPORT RECAP

We ascertain that 29,949,438 shares out of a total of 36,914,746 shares are represented by a proxy or in person.  This represents approximately 81.1% of the stock outstanding.

Votes by Proxy and in Person

Proposal # 1: To approve the following four persons as directors, to serve until the Annual Meeting in 2014, or until each person’s successor has been elected and qualified.

AVERAGE SHARES CAST FOR ALL DIRECTORS = 96.76 %

Frank E. Bertucci
For	24,575,360	98.14%
Withheld	465,656	1.86%
Carl J. Chaney
For	24,729,243	98.75%
Withheld	311,773	1.25%
Thomas H. Olinde
For	24,879,712	99.36%
Withheld	161,304	0.64%
John H. Pace
For	24,229,182	96.76%
Withheld	811,834	3.24%

Proposal #2: To approve the appointment of PriceWaterhouseCoopers as the independent accountants of the Company.

Those who voted for	29,816,751	99.81% of shares voted
Those who voted against	58,060
Those who abstained	74,625

Proposal #3: (Non Binding) To approve compensation of the named executive officers set forth under the heading “Compensation of Directors and Executive Officers”

Those who voted for	23,837,161	95.18% of shares voted
Those who voted against	776,740
Those who abstained	429,113

Proposal #4: (Non Binding) To approve compensation of the named executive officers of the Company will occur every 1, 2, or 3 years

1 year	10,652,702
2 years	300,270
3 years	13,767,187	54.68% of shares voted
Those who abstained	456,273

SIGNATURE

 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

Dated: July 26, 2011                        


HANCOCK HOLDING COMPANY

 (Registrant)

 By: /s/ Michael M. Achary

 Name: Michael M. Achary

 Title:    Chief Financial Officer