false0000049196HUNTINGTON BANCSHARES INC/MD 0000049196 2020-04-01 2020-04-01 0000049196 us-gaap:SeriesCPreferredStockMember 2020-04-01 2020-04-01 0000049196 us-gaap:CommonStockMember 2020-04-01 2020-04-01 0000049196 us-gaap:SeriesDPreferredStockMember 2020-04-01 2020-04-01

Washington, D.C. 20549
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 1, 2020
Huntington Bancshares Incorporated
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
File Number)

(I.R.S. Employer
Identification No.)
Registrant's address: 41 South High Street, Columbus, Ohio 43287
Registrant’s telephone number, including area code: (614480-2265
Not Applicable
(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 (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))
Securities registered pursuant to Section 12(b) of the Act:
Title of class
Name of exchange on which registered
Depositary Shares (each representing a 1/40th interest in a share of 5.875% Series C Non-Cumulative, perpetual preferred stock)
Depositary Shares (each representing a 1/40th interest in a share of 6.250% Series D Non-Cumulative, perpetual preferred stock)
Common Stock—Par Value $0.01 per Share
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§24012b-2).
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 8.01 Other Events.
On April 1, 2020, Huntington Bancshares Incorporated announced this year’s Annual Meeting of Shareholders will be a completely virtual meeting of shareholders, which will be conducted solely online via live webcast. A copy of the press release issued by the Huntington on April 1, 2020, announcing the change in meeting format is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 – Press release of Huntington Bancshares Incorporated, dated April 1, 2020.

Exhibit No.
Exhibit 104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.
April 1, 2020
/s/ Jana J. Litsey
Jana J. Litsey
General Counsel

Exhibit 99.1


April 1, 2020

Analysts: Mark Muth (mark.muth@huntington.com), 614.480.4720

Media: Matt Samson (matt.b.samson@huntington.com), 312.263.0203

COLUMBUS, Ohio - Huntington Bancshares Incorporated (Nasdaq: HBAN; www.huntington.com) announced that its 2020 Annual Meeting of Shareholders will be a virtual meeting of shareholders, which will be conducted solely online via live webcast.

“Huntington is guided by our purpose of looking out for people - and as always, our first priority is the safety and security of our customers, colleagues, and communities,” said Stephen Steinour, Huntington’s chairman, president, and CEO. “We are following guidelines from public health authorities, including the Centers for Disease Control and the State of Ohio Department of Health, related to the global COVID-19 pandemic. Accordingly, this year’s Annual Meeting will be a completely virtual meeting.”

The Annual Meeting will be held at 2:00 p.m. E.D.T. on Wednesday, April 22, 2020, as scheduled. However, there is no physical location for the Annual Meeting, and Huntington’s officers and directors will participate via webcast.

Shareholders as of the close of business on February 18, 2020, will be able to attend and participate in the Annual Meeting online, vote their shares electronically, and submit questions during the meeting. Shareholders who plan to attend the Annual Meeting virtually via the webcast will need to review the information on the Investor Relations section of the company’s website (www.huntington.com). Shareholders will need the Control Number included on the proxy card, notice, or email they received to join the meeting. Shareholders who hold shares through an intermediary, such as a bank or broker, must register in advance following the instructions on the website.

About Huntington
Huntington Bancshares Incorporated is a regional bank holding company headquartered in Columbus, Ohio, with $109 billion of assets and a network of 868 full-service branches, including 12 Private Client Group offices, and 1,448 ATMs across seven Midwestern states. Founded in 1866, The Huntington National Bank and its affiliates provide consumer, small business, commercial, treasury management, wealth management, brokerage, trust, and insurance services. Huntington also provides vehicle finance, equipment finance, national settlement, and capital market services that extend beyond its core states. Visit huntington.com for more information.