Form 8-K - Current report

false00007505770000750577hwc:CommonStockParValueDollarThreePointThreeThreePerShareMember2024-10-292024-10-2900007505772024-10-292024-10-290000750577hwc:SeniorSubordinatedNotes1Member2024-10-292024-10-29

 

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): October 29, 2024

 

 

Hancock Whitney Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Mississippi			001-36872	64-0693170
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Hancock Whitney Plaza 2510 14th Street
Gulfport, Mississippi				39501
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: [phone]

 

(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(s)		Name of each exchange on which registered
COMMON STOCK, $3.33 PAR VALUE		HWC		The Nasdaq Stock Market LLC
6.25% SUBORDINATED NOTES		HWCPZ		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 24, 2024, the Boards of Directors (the “Boards”) of Hancock Whitney Corporation (the “Company”) and its wholly-owned subsidiary, Hancock Whitney Bank, voted, effective November 15, 2024, to increase the size of each of the Boards from 14 to 15 directors and appoint Moses Feagin as a new director to fill the resulting vacancies. Effective November 15, 2024, Mr. Feagin will also be appointed to the Audit Committee, the Board Risk Committee, and the Credit Risk Management Sub-Committee of the Company Board, as an independent director, and will stand for election at the Company’s 2025 annual meeting of shareholders.

 

Mr. Feagin is an experienced executive who currently serves as Executive Vice President, Treasurer, and Chief Financial Officer of Alabama Power in Birmingham, Alabama, a subsidiary of the Atlanta, Georgia, based Southern Company. In that role, he oversees the finance, accounting, and treasury departments as well as regulatory affairs. Previously, he served as Senior Vice President, Treasurer, Chief Financial Officer and Chief Diversity Officer for Mississippi Power, also a subsidiary of the Southern Company. We believe Mr. Feagin’s background in evaluating, preparing, and overseeing the preparation of financial statements for large utility companies in a complex and highly regulated environment will add significant financial acumen to our Boards as well as the Audit Committee.

 

Mr. Feagin will be entitled to receive compensation for his Board service in accordance with the Company’s standard compensation arrangements for non-employee directors as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2024. To ensure compliance with Mississippi state law requirements for bank holding company director stock ownership, in connection with his appointment Mr. Feagin will be granted 100 shares of the Company’s common stock, par value $3.33 per share, which will be fully vested upon issuance under the Company’s 2020 Long Term Incentive Plan. Mr. Feagin was not selected for his position as a member of the Boards pursuant to any arrangement or understanding between him and any other person. There are no related party transactions (as defined in Item 404(a) of Regulation S-K) between the Company and Mr. Feagin.

On October 29, 2024, the Company issued a press release announcing the appointment of Mr. Feagin to the Boards. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number	Description
99.1	Press Release dated October 29, 2024 announcing the appointment of Moses Feagin as Director of the Company and Hancock Whitney Bank

 

---

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.

			HANCOCK WHITNEY CORPORATION
Date:	October 29, 2024	By:	/s/ Michael M. Achary
			Michael M. Achary Chief Financial Officer

 

---

 

 

 

FOR IMMEDIATE RELEASE

October 29, 2024

 

 

 

 

 

For More Information

 

Kathryn Shrout Mistich, Vice President, Investor Relations Manager

504.539.7836 or [e-mail]

 

 

Hancock Whitney Names Moses Feagin to Its Holding Company Board

Veteran power company executive to help guide company’s continued Gulf South growth

 

GULFPORT, Miss. (October 29, 2024) — Hancock Whitney Corporation (Nasdaq: HWC) has appointed Alabama Power executive Moses Feagin to become the newest member of the boards of directors of Hancock Whitney Corporation and its wholly-owned subsidiary, Hancock Whitney Bank, effective November 15, 2024. Hancock Whitney Corporation is the parent company of Hancock Whitney Bank, a full-service financial institution with corporate offices and financial centers serving communities across the greater Gulf South.

 

Feagin currently serves as Executive Vice President, Treasurer, and Chief Financial Officer for Alabama Power in Birmingham, Alabama, a subsidiary of the Atlanta, Georgia, based Southern Company. At Alabama Power, he oversees the finance, accounting, and treasury departments as well as regulatory affairs.

“During his 35-year career, Moses Feagin has established an outstanding record of achievement in helping grow the nation’s second largest utilities company throughout the region. We believe his executive leadership expertise and first-hand knowledge of the communities Hancock Whitney serves will prove essential as he, our other board members, executives, and associate teams move our organization successfully into our next one-and-a-quarter century according to the core values our founders set forth,” said Hancock Whitney Chairman of the Board Jerry L. Levens.

Hancock Whitney — consistently rated one of America’s strongest, safest financial institutions by BauerFinancial, Inc. — celebrated the 125th anniversary of the bank’s 1899 charter earlier this month.

 

More about Moses Feagin

 

Feagin began his Southern Company career in 1987 at Alabama Power as a junior accountant, rising over the next 12 years to positions of increased responsibility and leadership to become Alabama Power’s accounting operations manager.

In 2000, he moved to Southern Company Services as a generation accounting manager, where he led the effort to establish the Southern Power Company accounting and budget organization. He was elected Comptroller of Mississippi Power in 2005 and Vice President and Comptroller of Alabama Power in 2008. He became the Chief Financial Officer for Mississippi Power in 2010 and the Chief Financial Officer for Alabama Power in 2023.

A Montgomery, Alabama, native, Feagin holds a bachelor’s degree in accounting from The University of Alabama. The Certified Management Accountant completed the Executive Finance and Accounting Program at Wharton School at the University of Pennsylvania. He is a graduate of Leadership Birmingham and Leadership Gulf Coast and a member of the Institute of Management of Accountants and 100 Black Men of America.

 

 

---

 

About Hancock Whitney

 

Since the late 1800s, Hancock Whitney has embodied core values of Honor & Integrity, Strength & Stability, and Commitment to Service, Teamwork, and Personal Responsibility. Hancock Whitney offices and financial centers in Mississippi, Alabama, Florida, Louisiana, and Texas offer comprehensive financial products and services, including traditional and online banking; commercial and small business banking; private banking; trust and investment services; healthcare banking; and mortgage services. The company also operates combined loan and deposit production offices in the greater metropolitan areas of Nashville, Tennessee and Atlanta, Georgia. More information is available at www.hancockwhitney.com.

 

—30—

 

 

 

Post Office Box 4019 Gulfport, Mississippi 39501 1.800.448.8812 hancockwhitney.com

 

 

---

Document And Entity Information	Oct. 29, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 29, 2024
Entity Registrant Name	Hancock Whitney Corporation
Entity Central Index Key	0000750577
Entity Emerging Growth Company	false
Entity File Number	001-36872
Entity Incorporation, State or Country Code	MS
Entity Tax Identification Number	64-0693170
Entity Address, Address Line One	Hancock Whitney Plaza
Entity Address, Address Line Two	2510 14th Street
Entity Address, City or Town	Gulfport
Entity Address, State or Province	MS
Entity Address, Postal Zip Code	39501
City Area Code	(228)
Local Phone Number	868-4727
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Senior Subordinated Notes 1 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.25% SUBORDINATED NOTES
Trading Symbol	HWCPZ
Security Exchange Name	NASDAQ
Common Stock Par Value Dollar Three Point Three Three Per Share [Member]
Document Information [Line Items]
Title of 12(b) Security	COMMON STOCK, $3.33 PAR VALUE
Trading Symbol	HWC
Security Exchange Name	NASDAQ

---