8-KThe WireRoutine
Shareholder Vote
Filed May 5, 2025 · 1y ago · Accession 0000109380-25-000062
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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) May 2, 2025
ZIONS BANCORPORATION, NATIONAL ASSOCIATION
(Exact name of registrant as specified in its charter)
United States of America 001-12307 87-0189025
(State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.)
One South Main, Salt Lake City, Utah 84133-1109
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (801) 844-8208
(Former name or former address, if changed since last report)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $0.001
ZION The NASDAQ Stock Market, LLC
Depositary Shares each representing a 1/40th ownership interest in a share of:
Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock
ZIONP The NASDAQ Stock Market, LLC
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 5.07 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 2025; approved, on a nonbinding advisory basis, the 2024 compensation paid to the Bank’s executive officers; and approved, on a nonbinding advisory basis, a frequency of one year for the shareholder nonbinding vote to approve executive compensation.
In light of the shareholders’ and Board’s recommendations that the Bank hold a vote for the approval of executive compensation on an annual basis, the Bank will continue its practice of including a nonbinding advisory shareholder vote on the compensation of named executive officers in its proxy materials each year until the Bank holds its next frequency vote, which will occur no later than the Bank’s 2031 Annual Meeting of Shareholders.
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 113,433,301 718,049 406,839
Gary L. Crittenden 113,140,628 998,288 419,273
Suren K. Gupta 113,338,397 802,633 417,159
Claire A. Huang 113,622,339 555,051 380,799
Vivian S. Lee 112,497,679 1,698,167 362,343
Scott J. McLean 111,985,964 2,276,883 295,342
Edward F. Murphy 112,982,116 1,163,322 412,751
Stephen D. Quinn 110,763,432 3,329,010 465,747
Harris H. Simmons 111,227,217 3,043,491 287,481
Aaron B. Skonnard 113,359,677 752,375 446,137
Barbara A. Yastine 113,060,432 1,110,983 386,774
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, 2025.
Votes For Votes Against Abstentions
129,559,952 2,104,656 169,374
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, 2024.
Votes For Votes Against Abstentions
108,665,076 5,335,834 557,279
4. Approval, on a nonbinding advisory basis, of a frequency of one year for the shareholder nonbinding vote to approve executive compensation.
Votes for ONE YEAR Votes for TWO YEARS Votes for THREE YEARS Abstentions
106,663,216 176,275 7,422,796 295,902
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, NATIONAL ASSOCIATION
Date: May 5, 2025 By: /s/ Rena Miller
Name: Rena Miller
Title: Executive Vice President and General Counsel
Filing details
- Ticker
- ZION
- CIK
- 109380
- Form type
- 8-K
- Filing date
- May 5, 2025
- Report date
- May 2, 2025
- Document
- zions-20250502.htm
- Size
- 219 KB