As filed with the Securities and Exchange Commission on May 3, 2018
Registration No. 333 - _________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form S‑8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HUNTINGTON BANCSHARES INCORPORATED
(Exact name of Registrant as specified in its charter)

Maryland        31‑0724920
(State or other jurisdiction        (I.R.S. Employer
of incorporation or organization)        Identification No.)
Huntington Center
41 South High Street
Columbus, Ohio 43287
(Address of Registrant’s principal executive offices)

HUNTINGTON BANCSHARES INCORPORATED
2018 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)

Jana J. Litsey, Esq.
General Counsel
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
614/480-8300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copies of Correspondence to:
Jack Gravelle, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [x]                            Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)        Smaller reporting company [ ]
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 7(a)(2)(B) of the Securities Act. [ ]

1


Calculation of Registration Fee

Title of Securities to be registered

Amount to be Registered (1)
Proposed Maximum Offering Price Per Share(2)
Proposed Maximum Aggregate Offering Price(2)

Amount of Registration Fee

Common Stock,
   $0.01 par value.


33,000,000


$ 14.91


$ 492,030,000


$ 61,257.73


(1)
33,000,000 shares of Common Stock, $0.01 par value, have been reserved for issuance under the Huntington Bancshares Incorporated 2018 Long-Term Incentive Plan (the “Plan”). This Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock, $0.01 par value, as may be issuable pursuant to future stock dividends, stock splits or similar transactions.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon the average of the high and low sales prices of our Common Stock as reported on the Nasdaq Global Select Market as of April 30 , 2018.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information concerning the Plan, specified in Part I, will be sent or given to Plan participants as specified by Rule 428(b)(1). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission as part of this Registration Statement in accordance with the Note to Part I of the Form S-8 Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

The following documents previously filed by us with the SEC are incorporated by reference:

1. Annual Report on Form 10‑K for the fiscal year ended December 31, 2017;

2. Quarterly Report on Form 10‑Q for the quarter ended March 31, 2018;

3.
Current Reports on Form 8‑K, dated January 23, 2018; February 21, 2018; March 6, 2018; April 20, 2018; and April 23, 2018; and

4.
The description of our common stock, which is registered under Section 12 of the Securities Exchange Act, in our Form 8-A filed with the SEC on April 28, 1967, including any subsequently filed amendments and reports updating such description.

Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules.

We also incorporate by reference any future filings we make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, until we file a post-effective amendment which indicates that all of the securities offered by the prospectus have been sold or which deregisters all securities then remaining unsold. Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes the

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statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.     Description of Securities.
    
Not applicable .

Item 5.     Interests of Named Experts and Counsel.

Not applicable.

Item 6.        Indemnification of Directors and Officers.

Our charter and bylaws provide that we shall indemnify our officers and directors to the full extent of the general laws of the State of Maryland now or hereafter in force, including the advance of expenses to our officers and directors. Our obligation to advance expenses incurred by our officers and directors as a result of any threatened, pending or completed action, suit or proceeding, whether it be civil, criminal, administrative or investigative is subject to the procedures provided by Section 2-418 and other sections of the Maryland General Corporation Law. Our charter and bylaws also provide that we may indemnify our officers who are not directors to such further extent as shall be authorized by the board of directors, provided that such additional indemnification is consistent with the law.

Section 2-418 of the Maryland General Corporation Law provides, generally, that a corporation may indemnify any director or officer made a party to any proceeding by reason of his or her service in that capacity against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director or officer in connection with the proceeding, unless it is proved that the act or omission of the director or officer was material to the cause of action adjudicated in the proceeding and that such act or omission was committed in bad faith or was the result of active and deliberate dishonesty; or the director or officer actually received an improper personal benefit in money, property, or services; or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Notwithstanding the above, a director or officer may not be indemnified for any judgments, penalties, fines, settlements or expenses arising out of any proceeding brought by or in the right of the corporation, in which such director or officer shall have been adjudged liable to the corporation or any judgments, penalties, fines, settlements or expenses arising out of any proceeding charging improper receipt of a personal benefit by such director or officer.

The termination of any proceeding by judgment, order, or settlement does not create a presumption that the director or officer did not meet the standard of conduct required for such director or officer to be indemnified. However, the termination of any proceeding by conviction, plea of nolo contendere or its equivalent, or the entry of an order of probation prior to judgment, creates a rebuttable presumption that the director or officer did not meet standard of conduct required for such director or officer to be indemnified. Indemnification of a director or officer is not permitted unless authorized for a specific proceeding. Such authorization shall only be given following a determination (1) by a majority of a quorum of directors not at the time parties to the proceeding (or a majority of a committee of two or more such directors designated by the full board); (2) by special legal counsel selected by the board of directors; or (3) by the stockholders, that indemnification is permissible because the director or officer met the standard of conduct required for such director or officer to be indemnified.

Section 2-418 provides that, unless otherwise limited by charter, a present or former director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made party by reason of his service as a director or officer shall be indemnified against reasonable expenses incurred by the director or officer in connection with the proceeding. Additionally, the statute provides that a court of appropriate jurisdiction, upon application of a director or officer and such notice as the court shall require, may order indemnification in the following circumstances: (1) if it determines a director or officer is entitled to reimbursement pursuant to a director’s or officer’s success, on the merits or otherwise, in the defense of any proceeding he is made a party by reason of his service as a

3


director or officer, the court shall order indemnification, in which case the director or officer shall be entitled to recover the expenses of securing such reimbursement; or (2) if it determines that a director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any proceeding by or in the right of the corporation or in which liability shall have been adjudged in the case of a proceeding charging improper personal benefit to the director or officer, shall be limited to expenses.

The reasonable expenses incurred by a director or officer who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of both a written affirmation by the director or officer of his or her good faith belief that the standard of conduct necessary for indemnification by the corporation has been met, and a written undertaking by or on behalf of the director or officer to repay the amount if it shall be ultimately determined that the standard of conduct has not been met.

The indemnification and advancement of expenses provided or authorized by Section 2-418 are not exclusive of any other rights to which a director or officer may be entitled both as to action in his official capacity and as to action in another capacity while holding such office.

Pursuant to Section 2-418, a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who, while serving in such capacity, is or was at the request of the corporation serving as a director, officer, partner, trustee, employee, or agent of another corporation or legal entity or of an employee benefit plan, against liability asserted against and incurred by such person in any of those capacities or arising out of such person’s position, regardless of whether or not the corporation would have the power to indemnify against liability under Section 2-418. A corporation may provide similar protection, including a trust fund, letter of credit, or surety bond, so long as the form of such protection is not inconsistent with Section 2-418. Additionally, a subsidiary or an affiliate of the corporation may provide the insurance or similar protection.

The foregoing is only a general summary of certain aspects of Maryland law dealing with indemnification of directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the relevant statutes, which contain detailed specific provisions regarding the circumstances under which and the persons for whose benefit indemnification shall or may be made.

Subject to certain exceptions, our directors and officers and our affiliates are insured (subject to certain maximum amounts and deductibles) in each policy year because of any claim or claims made against them by reason of their wrongful acts while acting in their capacities as such directors or officers or while acting in their capacities as fiduciaries in the administration of certain of our employee benefit programs. We are insured, subject to certain retentions and exceptions, to the extent we shall have indemnified our directors and officers for such loss.

Item 7.     Exemption from Registration Claimed.

Not applicable.

Item 8.     Exhibits.

Reference is made to the information contained in the Exhibit Index filed as part of this Registration Statement.


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Item 9.        Undertakings.

We hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished by us pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to Registrant’s indemnification provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


5


Signatures

Pursuant to the requirements of the Securities Act of 1933, Huntington Bancshares Incorporated certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on May 3 , 2018.

 
 
 
 
 
 
HUNTINGTON BANCSHARES INCORPORATED
 
 
 
 
By:
/s/ Jana J. Litsey
 
 
 
Jana J. Litsey, General Counsel


Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 
Signature
 
Title
 
Date
 
 
 
 
 
 
Stephen D. Steinour*
 
Chairman, President, Chief
)
 
 
Stephen D. Steinour
 
Executive Officer, and Director
)
 
 
 
 
(Principal Executive Officer)
)
 
 
 
 
 
 
 
Howell D. McCullough III*
 
Senior Executive Vice President
)
 
 
Howell D. McCullough III
 
and Chief Financial Officer
)
 
 
 
 
(Principal Financial Officer)    
)
 
 
 
 
 
 
 
Nancy E. Maloney*
 
Executive Vice President
)
 
 
Nancy E. Maloney
 
and Controller
)
 
 
 
 
(Principal Accounting Officer)
)
 
 
 
 
 
Lizabeth Ardisana*
 
Director
)
May 3, 2018
 
Lizabeth Ardisana
 
 
)
 
 
 
 
 
Ann B. Crane*
 
Director
)
 
 
Ann B. Crane
 
 
)
 
 
 
 
 
Robert S. Cubbin*
 
Director
)
 
 
Robert S. Cubbin
 
 
)
 
 
 
 
 
Steven G. Elliott*
 
Director
)
 
 
Steven G. Elliott
 
 
)
 
 
 
 
 
Gina D. France*
 
Director
)
 
 
Gina D. France
 
 
)
 

6


 
 
 
 
J. Michael Hochschwender*
 
Director
)
 
 
J. Michael Hochschwender
 
 
)
 
 
 
 
 
John C. Inglis*
 
Director
)
 
 
John C. Inglis
 
 
)
 
 
 
 
 
 
 
Peter J. Kight*
 
Director
)
 
 
Peter J. Kight
 
 
)
 
 
 
 
 
 
 
Richard W. Neu*
 
Director
)
 
 
Richard W. Neu
 
 
)
 
 
 
 
 
 
 
David L. Porteous*
 
Director
)
 
 
David L. Porteous
 
 
)
 
 
 
 
 
 
 
Kathleen H. Ransier*
 
Director
)
 
 
Kathleen H. Ransier
 
 
)
 

 
 
 
*By:
 
/s/ Jana J. Litsey
 
 
Jana J. Litsey, attorney-in-fact
 
 
for each of the persons indicated




7


Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933



Huntington Bancshares Incorporated

EXHIBITS


8


EXHIBIT INDEX
 
 
 
Exhibit
Number
 
Exhibit
Description
 
 
 
 
 
4(b)(P)
 
Articles V, VIII and X of Articles of Restatement of Charter, as amended and supplemented - previously filed as Exhibit 3(i) to Annual Report on Form 10-K for the year ended December 31, 1993, and Exhibit 3(i)(c) to Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998, and incorporated herein by reference. Instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission upon request.
 
 
 
 
 
 
 
 
 
 
 
 
*
Filed herewith.









9


Exhibit 5

PORTER WRIGHT MORRIS & ARTHUR LLP
41 South High Street
Columbus, Ohio 43215-6194
Telephone: 614/227-2000
Facsimile: 614/227-2100


May 3 , 2018



Huntington Bancshares Incorporated
Huntington Center
41 S. High St.
Columbus, Ohio 43287


Re:    Registration Statement on Form S-8
Huntington Bancshares Incorporated 2018 Long-Term Incentive Plan (the “Plan”)

Ladies and Gentlemen:

We have acted as counsel for Huntington Bancshares Incorporated, a Maryland corporation (“Huntington”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), filed by Huntington with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the registration of 33,000,000 shares of Huntington common stock, $0.01 par value (the “Shares”), to be issued under the Plan.

In connection with this opinion, we have examined such corporate records, documents, and other instruments of the registrant as we have deemed necessary.

Based on the foregoing, we are of the opinion that the Shares will, when issued and paid for in accordance with the provisions of the Plan, be legally issued, fully paid and nonassessable, and entitled to the benefits of the Plan.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.


Very truly yours,

/s/ PORTER WRIGHT MORRIS & ARTHUR LLP    

PORTER WRIGHT MORRIS & ARTHUR LLP




Exhibit 23(b)


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 16, 2018 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Huntington Bancshares Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2017.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
May 3 , 2018







Exhibit 24

POWER OF ATTORNEY

(Re: Huntington Bancshares Incorporated 2018 Long-Term Incentive Plan)

Each director and officer of Huntington Bancshares Incorporated (the “Corporation”), whose signature appears below hereby appoints Jana J. Litsey, Stephen D. Steinour, and Howell D. McCullough III, or any of them, as his or her attorney-in-fact, to sign, in his or her name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Corporation’s Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended, up to 33,000,000 shares of the common stock of the Corporation (as such number of shares may be adjusted from time to time for stock dividends, stock splits, or similar transactions affecting the common stock of the Corporation generally) in connection with the Corporation’s 2018 Long-Term Incentive Plan, and likewise to sign and file any amendments, including post‑effective amendments, to the Registration Statement, hereby granting to such attorneys, and to each of them, individually, full power and authority to do and perform in the name and on behalf of each of the undersigned, and in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as any of the undersigned could or might do in person, hereby granting to each such attorney-in-fact full power of substitution and revocation and hereby ratifying all that any such attorney-in-fact or his substitute may do by virtue hereof.


IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney, in counterparts if necessary, effective as of April 19, 2018.

DIRECTORS/OFFICERS:
Signature / Title

/s/ Stephen D. Steinour
Stephen D. Steinour
Chairman, President, Chief Executive Officer, and Director (Principal Executive Officer)
 
/s/ Howell D. McCullough III
Howell D. McCullough III
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
 
/s/ Nancy E. Maloney
Nancy E. Maloney
Executive Vice President and Controller (Principal Accounting Officer)
 
/s/ Lizabeth Ardisana
Lizabeth Ardisana
Director
 
/s/ Ann B. Crane
Ann B. Crane
Director
 
/s/ Robert S. Cubbin
Robert S. Cubbin
Director
 
/s/ Steven G. Elliott
Steven G. Elliott
Director
 
 





/s/ Gina D. France
Gina D. France
Director
 
/s/ J. Michael Hochschwender
J. Michael Hochschwender
Director
 
/s/ John C. Inglis
John C. Inglis
Director
 
/s/ Peter J. Kight
Peter J. Kight
Director
 
/s/ Richard W. Neu
Richard W. Neu
Director
 
/s/ David L. Porteous
David L. Porteous
Director
 
/s/ Kathleen H. Ransier
Kathleen H. Ransier
Director