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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Zions Bancorporation NA | NASDAQ:ZION | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.90 | 2.11% | 43.62 | 42.72 | 44.19 | 44.17 | 43.235 | 43.69 | 2,095,638 | 01:00:00 |
(1)
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Title of each class of securities to which the transaction applies:
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(2)
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Aggregate number of securities to which the transaction applies:
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(3)
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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(5)
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Total fee paid:
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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NOTICE OF THE 2019 ANNUAL MEETING OF SHAREHOLDERS
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1.
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To elect 11 directors for a one-year term (Proposal 1)
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2.
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To ratify the appointment of our independent registered public accounting firm for our fiscal year ending December 31, 2019 (Proposal 2)
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3.
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To approve, on a nonbinding advisory basis, the compensation paid to our named executive officers with respect to the fiscal year ended December 31, 2018 (Proposal 3)
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4.
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To establish through a nonbinding advisory vote the preference of our shareholders regarding whether the nonbinding advisory vote on executive compensation should occur every one, two or three years
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Table of Contents
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SOLICITATION AND VOTING INFORMATION
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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BOARD AND CORPORATE GOVERNANCE HIGHLIGHTS
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CORPORATE GOVERNANCE ENHANCEMENT AND PRACTICES
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SHAREHOLDER OUTREACH
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DIRECTOR NOMINEES
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BOARD MEETINGS AND ATTENDANCE
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CORPORATE GOVERNANCE
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CORPORATE GOVERNANCE GUIDELINES AND POLICIES
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BOARD INDEPENDENCE AND LEADERSHIP STRUCTURE
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INDEPENDENT COMMITTEE LEADERSHIP AND LEAD DIRECTOR
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BOARD COMMITTEES
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BOARD INVOLVEMENT IN RISK OVERSIGHT
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OTHER DIRECTOR MATTERS
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EXECUTIVE OFFICERS OF THE BANK
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COMPENSATION DISCUSSION AND ANALYSIS
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EXECUTIVE SUMMARY
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2018 PERFORMANCE HIGHLIGHTS
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2018 COMPENSATION HIGHLIGHTS
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COMPENSATION DECISIONS FOR THE 2018 PERFORMANCE PERIOD
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PLAN DESIGN AND AWARD HIGHLIGHTS
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COMPENSATION DECISIONS FOR NAMED EXECUTIVE OFFICERS
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COMPENSATION PHILOSOPHY AND OBJECTIVES
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PHILOSOPHY, OBJECTIVES, AND PRACTICES
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ROLES AND RESPONSIBILITIES
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PEER GROUP
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BENCHMARKING
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COMPENSATION ELEMENTS
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BASE SALARY
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ANNUAL CASH INCENTIVE
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LONG-TERM INCENTIVES
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PERQUISITES
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HEALTH AND WELFARE BENEFITS
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RETIREMENT BENEFITS
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OTHER COMPENSATION PRACTICES AND POLICIES
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CHANGE IN CONTROL AGREEMENTS
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EMPLOYMENT CONTRACTS
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INCENTIVE COMPENSATION CLAWBACK POLICY
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SHARE OWNERSHIP AND RETENTION GUIDELINES
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ANTI-HEDGING AND PLEDGING POLICY
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DEDUCTIBILITY AND EXECUTIVE COMPENSATION
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NON-QUALIFIED DEFERRED COMPENSATION
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2018 CEO PAY RATIO DISCLOSURE
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ACCOUNTING FOR STOCK-BASED COMPENSATION
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COMPENSATION COMMITTEE REPORT
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COMPENSATION TABLES
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2018 SUMMARY COMPENSATION TABLE
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2018 GRANTS OF PLAN-BASED AWARDS
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2018
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OPTION EXERCISES AND STOCK VESTED IN 2018
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2018 PENSION BENEFITS TABLE
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2018 NONQUALIFIED DEFERRED COMPENSATION TABLE
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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RECONCILIATION OF NON-GAAP PERFORMANCE METRICS
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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ORDINARY COURSE LOANS
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RELATED PARTY TRANSACTIONS POLICY
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COMPENSATION OF DIRECTORS
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DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
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2018 DIRECTOR SUMMARY COMPENSATION TABLE
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PRINCIPAL HOLDERS OF VOTING SECURITIES
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PROPOSALS
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Proposal 1: NOMINATION AND ELECTION OF DIRECTORS
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Proposal 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Proposal 3: ADVISORY (NONBINDING) VOTE REGARDING 2018 EXECUTIVE COMPENSATION (“SAY ON PAY”)
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Proposal 4: ADVISORY (NONBINDING) VOTE ON FREQUENCY OF FUTURE SAY ON PAY VOTES ON EXECUTIVE COMPENSATION (“SAY ON FREQUENCY”)
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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OTHER MATTERS
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OTHER BUSINESS BEFORE THE ANNUAL MEETING
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SHAREHOLDER PROPOSALS FOR 2020 ANNUAL MEETING
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COMMUNICATING WITH THE BOARD OF DIRECTORS
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“HOUSEHOLDING” OF PROXY MATERIALS
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VOTING THROUGH THE INTERNET OR BY TELEPHONE
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FORWARD-LOOKING STATEMENTS
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SOLICITATION AND VOTING INFORMATION
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Ø
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FOR
the election of the 11 directors listed on page 67 to a one-year term of office (Proposal 1)
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Ø
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FOR
ratification of the appointment of our independent registered public accounting firm for 2019 (Proposal 2)
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Ø
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FOR
approval, on a nonbinding advisory basis, of the compensation paid to our named executive officers identified in this Proxy Statement with respect to the year ended December 31, 2018 (Proposal 3)
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Ø
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ONE YEAR
in response to a proposal establishing the preference of our shareholders regarding whether the nonbinding advisory vote to approve compensation paid to our named executive officers should occur every one, two or three years (Proposal 4)
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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BOARD AND CORPORATE GOVERNANCE HIGHLIGHTS
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•
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Four new, independent members have been added to the Board since 2015. The average tenure of the Board as of the date of this Proxy Statement is 12 years.
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•
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Our Board includes an independent lead director selected by our independent Board members, with clearly defined duties to complement the leadership of our Chairman and CEO, Harris H. Simmons.
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•
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Directors regularly review and approve corporate strategy, providing oversight and effective challenge of management as needed, to help facilitate the creation of value for our shareholders, employees, and the communities we serve.
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•
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Nine of our eleven director nominees are independent. Members of management serving on the Board include Chairman and CEO Harris H. Simmons and President and Chief Operating Officer Scott McLean. The National Bank Act requires a bank’s president to serve on its Board of Directors.
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•
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With the exception of the Executive Committee, all of the Board’s Committees are comprised entirely of independent Board members.
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•
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All directors are elected for one-year terms.
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•
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We use a majority vote standard in uncontested director elections and recently adopted a resignation policy in the Bank’s corporate governance guidelines. If the votes cast to elect a nominee fail to constitute a majority of the votes cast with respect to that nominee, the nominee must tender his or her resignation, and the Board of Directors, through a process managed by the Nominating and Corporate Governance Committee, will decide whether to accept the resignation. The Board must take action within 90 days following certification of the vote, unless the action would cause the Bank to fail to comply with any listing or legal requirement, in which event the Board will take action as promptly as is practicable while continuing to meet such requirements. The Board must publicly disclose whether they accepted or rejected the nominee’s resignation and the reasons for the decision.
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•
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Board candidates are selected with consideration given to diversity in background, viewpoint, and experience.
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•
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The Bank recently amended its bylaws to provide that shareholder nominees for director may be included in the Bank’s proxy materials. Please see the Bank’s Second Amended and Restated Bylaws (“Bylaws”) included as an Exhibit to its current report on Form 8-K filed on April 4, 2019 for further information.
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•
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Directors and executive officers are subject to stock ownership and retention requirements.
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•
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Hedging of Bank stock by directors and executive officers is strictly prohibited.
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•
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Pledging of Bank stock by directors and executive officers is restricted; such pledging is subject to approval, and is reviewed annually by the Board’s Compensation Committee.
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SHAREHOLDER OUTREACH
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•
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Created greater transparency regarding incentive compensation targets for members of the Bank’s Executive Management Committee (“EMC”)
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•
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Formalized guidance on how performance appraisals for each EMC member should inform cash bonus payments for respective EMC members, as described under “Compensation Discussion and Analysis”
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•
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Expanded the scope of the risk management assessment of each EMC member, which is an important input into each EMC member’s overall Performance Appraisal Rating, to include a more comprehensive assessment of each EMC member’s risk management performance
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DIRECTOR NOMINEES
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Principal Occupation, Directorships of Publicly Traded Companies
During the Past Five Years, and Qualifications, Attributes, and Skills
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Jerry C. Atkin
Age 70
Director since 1993
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Mr. Atkin is chairman and retired CEO of SkyWest, Inc., based in St. George, Utah.
Mr. Atkin brings his skills and experience as the head of a publicly traded company for 40 years as well as an accounting background to our Board. At SkyWest, he led the company’s growth from annual revenue of less than $1 million to more than $3 billion. Prior to becoming CEO of SkyWest, Mr. Atkin was its chief financial officer.
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Gary L. Crittenden
Age 65
Director since 2016
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Mr. Crittenden is a private investor and has been a non-employee executive director of HGGC, LLC, a California-based middle market private equity firm, since January 2017. He also serves on the Board of Directors of Pluralsight, Inc., where he is a member of the nominating and corporate governance committee. During the period of 2009 to January 2017 he served in various capacities at HGGC, including managing director, chairman, and CEO. He is a member of the board of Primerica, where he serves on the audit committee. He previously served as chairman of Citi Holdings, and as chief financial officer at Citigroup, American Express Company, Monsanto, Sears Roebuck, Melville Corporation and Filene’s Basement following a consulting career at Bain & Company.
Mr. Crittenden brings substantial experience in banking and financial services, mergers and acquisitions, investment management, public markets, finance and accounting, risk management and regulatory relations. |
Suren K. Gupta
Age 58
Director Since 2015
|
Mr. Gupta is executive vice president of Technology, Global Operations and Strategic Ventures at Allstate Insurance Company, where he has served since 2011. From 2003 to 2011, he served as executive vice president and group chief information officer, Home & Consumer Finance Group, at Wells Fargo & Company.
Mr. Gupta’s deep experience in technology, operations, and business strategy adds depth to our Board’s knowledge about data, technology, and security, areas of evolving and increasing risk to the financial services industry. He has held senior technology, operations, sales, marketing and strategic development roles at GMAC Residential, INTELSAT, a telecommunications company, and at Thomson Corp., an information company. |
J. David Heaney
Age 70
Director since 2005
|
Mr. Heaney is chairman of Heaney Rosenthal Inc., a Houston, Texas-based financial organization specializing in investment in private companies in various industry sectors.
Mr. Heaney contributes financial and legal expertise, and broad knowledge of the Texas market to our Board. He was a founding director of Amegy Bancorporation, Inc., which we acquired in December 2005. He has also served as vice president of finance and chief financial officer of Sterling Chemicals, Inc. Mr. Heaney was a partner of the law firm Bracewell & Patterson (now Bracewell).
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BOARD MEETINGS AND ATTENDANCE
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CORPORATE GOVERNANCE
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•
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Corporate Governance Guidelines, which address our Board’s structure and responsibilities, including the Board’s role in management succession planning and the evaluation and compensation of executive officers
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•
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Code of Business Conduct and Ethics, which applies to all of our officers and employees, including the CEO, president and COO, CFO, and controller
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•
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Code of Business Conduct and Ethics for members of the Board of Directors
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•
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Related-Party Transactions Policy, which prohibits certain transactions between the Bank and its directors, executive officers, and 5% shareholders without necessary disclosure and approval or ratification
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•
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Stock Ownership and Retention Guidelines, under which our executive officers and directors are expected to hold specified amounts of our common shares
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•
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Policies prohibiting hedging and restricting pledging of Bank stock by directors or executive officers
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•
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Incentive Compensation Clawback Policy, which allows the Bank to, among other actions, recapture prior incentive compensation or cancel all or a portion of long-term incentive awards granted to an employee
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•
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Presiding at all meetings of the Board at which the chairman of the Board is not present, including executive sessions of the independent directors
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•
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Calling meetings of independent directors
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•
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Serving as a liaison between the chairman of the Board and the independent directors, including providing feedback to the chairman from the Board’s executive sessions and discussing with other directors any concerns they may have about the Bank and its performance, and relaying those concerns, where appropriate, to the full Board
|
•
|
Conducting calls with each Board member as part of the Board’s effectiveness review process
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•
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Consulting with the CEO regarding the concerns of the directors
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•
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Being available for consultation with the senior executives of the Bank as to any concerns any such executive might have
|
•
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Communicating with shareholders upon request
|
•
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Advising the chairman of the Board regarding, and approving, Board meeting schedules, agendas, and information provided to the Board
|
•
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Otherwise providing Board leadership when the chairman of the Board cannot or should not act in that role
|
•
|
Executive Committee
|
•
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Audit Committee
|
•
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Risk Oversight Committee
|
•
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Compensation Committee
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•
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Nominating and Corporate Governance Committee
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•
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Personal qualities and characteristics, accomplishments, and professional reputation
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•
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Current knowledge and understanding of the communities in which we do business and in our industry or other industries relevant to our business
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•
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Ability and willingness to commit adequate time to Board and committee matters
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•
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Fit of the individual’s skills and qualities with those of other directors and potential directors in building a Board that is effective, collegial, and responsive to the needs of the Bank
|
•
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Diversity of viewpoints, backgrounds, and experience
|
•
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Ability and skill set required to chair committees of the Board
|
•
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Relevant and significant experience in public companies
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EXECUTIVE OFFICERS OF THE BANK
|
Individual
2
|
Principal Occupation During Past Five Years
1
|
Harris H. Simmons
Age 64
Officer since 1981
|
Chairman and Chief Executive Officer
|
James R. Abbott
Age 45
Officer since 2009
|
Senior Vice President, Investor Relations
|
Bruce K. Alexander
Age 66
Officer since 2000
|
Executive Vice President. President and Chief Executive Officer – Vectra Bank Colorado
|
A. Scott Anderson
Age 72
Officer since 1997
|
Executive Vice President. President and Chief Executive Officer – Zions Bank
|
Paul E. Burdiss
Age 53
Officer since 2015
|
Executive Vice President and Chief Financial Officer. Prior to May 2015, Corporate Treasurer at SunTrust Banks, Inc. and SunTrust Bank
|
David E. Blackford
Age 70
Officer since 2001 |
Executive Vice President. Chief Executive Officer
–
California Bank & Trust
|
Kenneth J. Collins
Age 53
Officer since 2018 |
Executive Vice President, Business Technology. Officer of Bank subsidiaries or divisions holding various positions from 2014-2018
|
Individual
2
|
Principal Occupation During Past Five Years
1
|
Alan M. Forney
Age 58
Officer since 2018
|
Executive Vice President. President and Chief Executive Officer – The Commerce Bank of Washington. Prior to 2018, officer of The Commerce Bank of Washington holding various positions, including chief lending officer
|
Olga Hoff
Age 45
Officer since 2018
|
Executive Vice President, Retail Banking. Prior to 2018, officer of Bank subsidiaries or divisions holding various positions
|
Alexander J. Hume
Age 45
Officer since 2006
|
Senior Vice President and Corporate Controller
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Dianne R. James
Age 65
Officer since 2012
|
Executive Vice President and Chief Human Resources Officer
|
Thomas E. Laursen
Age 67
Officer since 2004
|
Executive Vice President, General Counsel and Secretary
|
Scott J. McLean
Age 62
Officer since 2006
|
President and Chief Operating Officer. Mr. McLean also serves on the Board of the Bank
|
Keith D. Maio
Age 61
Officer since 2005
|
Executive Vice President and Chief Banking Officer. Prior to 2015, President and Chief Executive Officer of National Bank of Arizona
|
Michael Morris
Age 60
Officer since 2013
|
Executive Vice President and Chief Credit Officer
|
Rebecca K. Robinson
Age 44
Officer since 2016
|
Executive Vice President and Director of Wealth Management. Prior to 2016, President of Zions Trust
|
Edward P. Schreiber
Age 60
Officer since 2013
|
Executive Vice President and Chief Risk Officer
|
Terry A. Shirey
Age 47
Officer since 2017
|
Executive Vice President. President and CEO
–
Nevada State Bank. Prior to 2017, officer of Nevada State Bank holding various positions
|
Jennifer A. Smith
Age 46
Officer since 2015
|
Executive Vice President and Chief Information Officer. Prior to 2015, officer of Bank subsidiaries holding various positions
|
Steve D. Stephens
Age 60
Officer since 2010
|
Executive Vice President. President and Chief Executive Officer – Amegy Bank
|
Randy R. Stewart
Age 59
Officer since 2018
|
Executive Vice President, Enterprise Mortgage Lending. Prior to 2018, officer of Amegy Bank holding various positions
|
Mark R. Young
Age 59
Officer since 2015
|
Executive Vice President. President and Chief Executive Officer – National Bank of Arizona. From 2011 to 2015, Executive Vice President, Real Estate Banking of National Bank of Arizona
|
1
|
Many of the individuals held the same or similar position for Zions Bancorporation, the Bank’s former holding company, which merged with and into the Bank effective September 30, 2018, and various positions with one or more of the Bank’s former bank affiliates for some or all of the period from 2014 to December 31, 2015, when such affiliates were consolidated with the Bank.
|
2
|
Officers are appointed for indefinite terms of office and may be removed or replaced by the Board or by the supervising officer to whom the officer reports.
|
COMPENSATION DISCUSSION AND ANALYSIS
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COMPENSATION DISCUSSION AND ANALYSIS
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EXECUTIVE SUMMARY
|
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2018 PERFORMANCE HIGHLIGHTS
|
|
2018 COMPENSATION HIGHLIGHTS
|
|
COMPENSATION DECISIONS FOR THE 2018 PERFORMANCE PERIOD
|
|
PLAN DESIGN AND AWARD HIGHLIGHTS
|
|
COMPENSATION DECISIONS FOR NAMED EXECUTIVE OFFICERS
|
|
COMPENSATION PHILOSOPHY AND OBJECTIVES
|
|
PHILOSOPHY, OBJECTIVES, AND PRACTICES
|
|
ROLES AND RESPONSIBILITIES
|
|
PEER GROUP
|
|
BENCHMARKING
|
|
COMPENSATION ELEMENTS
|
|
BASE SALARY
|
|
ANNUAL CASH INCENTIVE
|
|
LONG-TERM INCENTIVES
|
|
PERQUISITES
|
|
HEALTH AND WELFARE BENEFITS
|
|
RETIREMENT BENEFITS
|
|
OTHER COMPENSATION PRACTICES AND POLICIES
|
|
CHANGE IN CONTROL AGREEMENTS
|
|
EMPLOYMENT CONTRACTS
|
|
INCENTIVE COMPENSATION CLAWBACK POLICY
|
|
SHARE OWNERSHIP AND RETENTION GUIDELINES
|
|
ANTI-HEDGING AND PLEDGING POLICY
|
|
DEDUCTIBILITY AND EXECUTIVE COMPENSATION
|
|
NON-QUALIFIED DEFERRED COMPENSATION
|
|
2018 CEO PAY RATIO DISCLOSURE
|
|
ACCOUNTING FOR STOCK-BASED COMPENSATION
|
|
COMPENSATION COMMITTEE REPORT
|
|
COMPENSATION TABLES
|
EXECUTIVE SUMMARY
|
•
|
Harris H. Simmons, Chairman and Chief Executive Officer (CEO)
|
•
|
Paul E. Burdiss, Chief Financial Officer (CFO)
|
•
|
Scott J. McLean, President & Chief Operating Officer (COO)
|
•
|
Edward P. Schreiber, Chief Risk Officer (CRO)
|
•
|
David E. Blackford, CEO of California Bank & Trust
|
1
|
Reported tax equivalent net interest income minus net loan charge-offs as a percentage of average earning assets
|
1
|
2018 Target Direct Compensation is computed as the sum of the following compensation elements: (i) 2018 base salary; (ii) 2018 target annual cash incentive for the CEO (i.e., an estimate of the cash award for expected performance results achieved by the CEO in 2018 and awarded/paid in March 2019); (iii) grant value of Value Sharing Plan units awarded to the CEO in 2018; and (iv) combined grant value of restricted stock, restricted stock units and stock options granted to the CEO in 2018.
|
2
|
Multi-year cash incentives refer to Value Sharing Plans.
|
1
|
2018 Target Direct Compensation is computed as the sum of the following compensation elements: (i) 2018 base salaries for the other NEOs; (ii) 2018 target annual cash incentives for the other NEOs (i.e., an estimate of the cash awards for expected performance results achieved by the other NEOs in 2018 and awarded/paid in March 2019); (iii) grant value of Value Sharing Plan units awarded to the other NEOs in 2018; and (iv) combined grant value of restricted stock, restricted stock units and stock options granted to the other NEOs in 2018.
|
2
|
Multi-year cash incentives refer to Value Sharing Plans.
|
COMPENSATION DECISIONS FOR THE 2018 PERFORMANCE PERIOD
|
•
|
The Committee established formal incentive award targets for the Bank’s EMC members and adopted structured guidelines designed to clarify how these EMC members’ overall performance ratings should inform their respective annual cash incentive award payment. The Bank also continued to utilize its assessment of each NEO’s risk management effectiveness for consideration in the determination of each EMC member’s overall performance rating.
|
•
|
The Committee approved the design of the Bank’s 2018-2020 Value Sharing Plans. The Value Sharing Plans (VSP) have been designed for recipients to share directly in meeting operating performance results specific to their organizations, as well as overall Bank performance.
|
•
|
In March 2018, the Committee approved the initial nominal values for the 2017-2019 Value Sharing Plans. Full funding of the final settlement values for the 2017–2019 Value Sharing Plans will be contingent on continued achievement of the Bank’s financial and operating objectives over the three-year period ending December 31, 2019.
|
•
|
The Committee attached two-year post-vest holding restrictions to the restricted stock unit grants made to Messrs. Simmons and McLean during 2018. These post-vest holding restrictions prohibit Messrs. Simmons and McLean from trading these shares for an additional two-year period following each vesting event.
|
2018 Performance Categories
|
Harris Simmons
|
Paul
Burdiss
|
Scott McLean
|
Edward
Schreiber
|
David Blackford
|
Operating earnings
|
ü
|
ü
|
ü
|
ü
|
ü
|
Effective expense management
|
ü
|
ü
|
ü
|
ü
|
ü
|
Noninterest income generation
|
ü
|
–
|
ü
|
–
|
ü
|
Effective risk management
|
ü
|
ü
|
ü
|
ü
|
ü
|
Talent management & succession planning
|
ü
|
ü
|
ü
|
ü
|
ü
|
Leadership for major projects
|
–
|
ü
|
ü
|
ü
|
–
|
Optimization & mgmt. of core business unit
|
–
|
–
|
–
|
ü
|
ü
|
Other priorities and needs, teamwork, etc.
|
ü
|
ü
|
ü
|
ü
|
ü
|
2018 Annual Cash Incentive Award
|
||||||||
Name
|
2018
Target Cash Incentive
|
2018 Actual Cash Incentive Award
|
% of Target Awarded
|
|||||
Harris H. Simmons
|
$
|
1,250,000
|
|
$
|
1,350,000
|
|
108%
|
|
Paul E. Burdiss
|
$
|
517,500
|
|
$
|
560,000
|
|
108
|
%
|
Scott J. McLean
|
$
|
658,000
|
|
$
|
710,000
|
|
108
|
%
|
Edward P. Schreiber
|
$
|
404,250
|
|
$
|
410,000
|
|
101
|
%
|
David E. Blackford
|
$
|
424,500
|
|
$
|
435,000
|
|
102
|
%
|
•
|
Strong year-over-year growth in pretax pre-provision net revenue, which was the result of continued improvements in operating leverage
|
•
|
Outstanding credit results, with net
recoveries
equal to -4 basis points of average loans (and net recoveries in three of the four fiscal quarters in 2018)
|
•
|
Continued reductions in the Bank’s efficiency ratio from 74.1% in the fourth quarter 2014 to 59.6% for the full year 2018
|
•
|
Progress in growing customer-related fee income
|
•
|
Continued improvement in risk management, organizational simplification and effectiveness, including the elimination of the holding company through its merger into the Bank, and emphasis on talent development
|
•
|
Outstanding job of promoting and supporting our efforts to simplify our operations, including in the accounting and finance functions. Excellent progress in consolidating the finance function and moving the Bank towards more consistent profitability reporting
|
•
|
Continued excellence in managing the securities portfolio, liquidity, capital planning activities and the stress testing process
|
•
|
Very good work with respect to the holding company merger and reducing risk by initiating efforts to terminate the defined benefit pension plan
|
•
|
Successfully reorganized the process used to initiate, develop and refresh the Bank’s strategic plan
|
•
|
Extraordinary efforts and outstanding leadership on the Bank’s cost reduction projects resulted in the Bank achieving all aspects of the noninterest expense targets
|
•
|
Highly engaged and a driving force in helping to manage the successful implementation of critical technology projects
|
•
|
Helped streamline and simplify credit processes that have hampered production. Strong improvement in the quality and composition of the energy portfolio
|
•
|
Very effective in working with management to continue building the Bank’s culture of continuous improvement throughout the organization
|
•
|
Good momentum and progress on improving fee income, despite a challenging mortgage origination market
|
•
|
Continues to provide exemplary leadership representing the Bank in the Houston community and beyond
|
•
|
Outstanding risk management results as reflected by industry-leading performance relative to peers on net charge-offs and credit losses (net recoveries of $16 million or -4 basis points of average loans versus a median of 20 basis points for large banks), relatively modest levels of operational losses and relatively high levels of satisfactory outcomes in compliance
|
•
|
Continued improvement in the implementation of a strong enterprise risk management program and integrating it into our banking operations
|
•
|
Very good job recruiting and building a solid risk team. Mr. Schreiber is very supportive of our diversity efforts, and is good at developing people
|
•
|
Strong leadership and support of technology initiatives and the development of revised processes designed to streamline our work and reduce costs
|
•
|
Very strong progress in non-interest income generation, despite a more challenging rate environment
|
•
|
Strong credit results, consistent with the Bank’s performance, and strong management of credit risk generally
|
•
|
Successful implementation of key strategic initiatives, including the build-out of our Power Finance team and Premier Wealth Management, and expansion of our business banking and commercial banking businesses
|
•
|
Supportive of a variety of cost reduction and continuous improvement initiatives
|
2017
–
2019 Value Sharing Plan
|
||||||||
Name
|
VSP Plan
|
# of Units
|
Overall Quartile
Rating
|
Funding Rate
(Per Unit)
|
Initial
Nominal Value
|
|||
Harris H. Simmons
|
Zions Bancorp
|
1,440,000
|
|
Q2 (Low)
|
$0.64
|
$
|
921,600
|
|
Paul E. Burdiss
|
Zions Bancorp
|
687,500
|
|
Q2 (Low)
|
$0.64
|
$
|
440,000
|
|
Scott J. McLean
|
Zions Bancorp
|
777,500
|
|
Q2 (Low)
|
$0.64
|
$
|
497,600
|
|
Edward P. Schreiber
|
Zions Bancorp
|
518,000
|
|
Q2 (Low)
|
$0.64
|
$
|
331,520
|
|
David E. Blackford
|
Zions Bancorp
|
170,000
|
|
Q2 (Low)
|
$0.64
|
$
|
108,800
|
|
|
California Bank & Trust
|
170,000
|
|
Q2 (Mid)
|
$0.80
|
$
|
136,000
|
|
COMPENSATION PHILOSOPHY AND OBJECTIVES
|
•
|
Attract and retain talented and experienced executives necessary to prudently manage shareholder capital in the highly competitive financial services industry
|
•
|
Motivate and reward executives whose knowledge, skills, and performance are critical to our success
|
•
|
Align the interests of our executive officers and shareholders by compensating our executives for managing our business to meet our long-term objectives, and reward performance greater than established targets
|
•
|
Support performance-based goals by linking significant percentages of CEO and senior executive compensation to performance, effectively using deferred pay, “clawbacks,” and performance conditions
|
•
|
Pursue all compensation objectives in a manner that seeks to discourage risks that are unnecessary or excessive, or could jeopardize the safety and soundness of the Bank, including incorporating performance goals specifically tied to risk management
|
What We Do:
|
|
Require strong ownership and retention of equity
|
The Bank has adopted strong share ownership and retention guidelines. The ownership guidelines range from 1x to 5x base salary. The Committee has assigned the CEO a stock ownership guideline of 5x base salary. Executives not meeting the 1x to 5x base salary ownership guidelines may also comply by retaining 50% of the net shares awarded to them. The retention provision is designed to allow newly hired executives to build stock holdings over time and to enable executives to maintain compliance with guidelines in times of substantial stock price volatility. Further, beginning in 2015, two-year post-vest holding restrictions were attached to the restricted stock or restricted stock unit grants awarded to Messrs. Simmons and McLean. These restrictions prohibit Messrs. Simmons and McLean from selling, transferring or otherwise disposing of the shares associated with these grants for an additional two years following their respective vesting dates.
|
Require “double trigger” for benefits under CIC agreements
|
The Bank’s change in control, or CIC, agreements are subject to “double trigger” requirements, meaning that severance benefits are payable only if an executive experiences a qualifying termination of employment after a CIC. These requirements are intended to prevent our executive officers from receiving windfall benefits in the event of a CIC.
|
Require a “double trigger” for accelerated vesting of equity awards upon a CIC
|
The Bank’s 2015 Omnibus Incentive Plan provides for accelerated vesting of equity and other awards under the plan after a CIC on a “double trigger” basis, that is, only if the holder experiences a qualifying termination of employment after a CIC. Our double-trigger severance benefits are intended to prevent a windfall to award holders upon a CIC.
|
Review share utilization
|
The Compensation Committee regularly reviews share overhang and run-rates in our equity plans and maintains share utilization levels within industry norms.
|
Maintain clawback policy
|
Our current incentive compensation clawback policy allows the Bank to, among other actions, recapture prior incentive compensation awarded based on materially inaccurate performance metrics and cancel all or a portion of long-term incentive awards based on performance against risk metrics, risk-related actions, or detrimental conduct.
|
Retain an Independent Consultant
|
The Compensation Committee retains an independent compensation consultant to assist in developing and reviewing our executive compensation strategy and programs. The Compensation Committee, with the assistance of the independent consultant, regularly evaluates the compensation practices of our peer companies to confirm that our compensation programs are consistent with market practice.
|
Discourage excessive and unnecessary risk taking
|
We discourage excessive risk taking by executives in many ways, including our balanced program design, multiple performance measures, clawback policy, and retention provisions. Our compensation programs discourage taking excessive risks that are likely to have an adverse impact on the Bank. We validate this through risk assessments of our incentive-based compensation plans. Further, each member of the EMC is evaluated on the effectiveness of their individual risk management actions and results. This risk management effectiveness rating is an important input in the determination of their overall individual performance rating and annual cash incentive award.
|
What We Don’t Do:
|
|
No tax gross-ups on change in control payments
|
The Bank’s CIC agreements do not provide for excise tax gross-ups on payments made in connection with a CIC.
|
No “timing” of equity grants
|
The Bank maintains a disciplined equity approval policy. The Bank doesn’t grant equity awards in anticipation of the release of material, non-public information. Similarly, Zions does not time the release of material, non-public information based on equity grant dates.
|
No option re-pricing
|
The Bank does not re-price or backdate stock options.
|
No discounted stock options
|
The Bank does not grant stock options with exercise prices below 100% of market value on the date of the grant.
|
Limit the use of employment agreements
|
The Bank presently has no active employment contracts with members of the Bank’s Executive Management Committee.
|
No personal use of corporate aircraft
|
The Bank does not own or lease a corporate airplane, so personal use of corporate aircraft is not possible.
|
No hedging; restrictions on pledging
|
The Bank adopted a policy prohibiting transactions by executives and directors that are designed to hedge or offset any decrease in the market value of Zions equity securities. As more fully described elsewhere in this Proxy Statement, certain limitations have been placed on the extent to which executives and directors may hold Zions securities in a margin account or pledge Zions securities as collateral for a loan.
|
•
|
Reviewing and recommending to the full Board the compensation for the Bank’s CEO
|
•
|
Approving the compensation for the remaining NEOs, and other members of the EMC
|
•
|
Reviewing and approving the performance metrics and goals for all executive management compensation programs and evaluating performance at the end of each performance period
|
•
|
Approving annual cash incentive award opportunities, equity award opportunities, and long-term cash award opportunities under the Bank’s Value Sharing Plans
|
•
|
Conduct
ed an annual review of the Committee charter to ensure that it effectively reflects the Committee’s responsibilities
|
•
|
Conducted an annual review of the Bank’s custom peer group
|
•
|
Scheduled an executive session prior to the conclusion of each of the Committee meetings, without members of management, for the purpose of discussing decisions related to the CEO’s performance, goal-setting, compensation levels, and other items deemed appropriate by the Committee
|
•
|
Completed an annual self-evaluation of the Committee’s effectiveness
|
•
|
Completed an annual review of the external compensation consultant’s performance to ensure the Committee receives the appropriate resources and counsel
|
•
|
Worked t
o meet expectations and guidance from our banking regulators
|
•
|
Reviews the Com
mittee’s charter and recommends changes as appropriate
|
•
|
Reviews the Committee’s agendas and supporting materials in advance of each meeting
|
•
|
Advises the Committee on management proposals, as requested
|
•
|
Reviews information from the custom peer group (described below) and survey data for competitive comparisons
|
•
|
Reviews the Bank’s executive compensation programs and advises the Committee on the design of incentive plans or practices that might be changed to improve the effectiveness of its compensation program
|
•
|
Reviews competitive pay practices of the custom peer group for its boards of directors and recommends to the Committee changes required to pay the Bank’s Board of Directors in a competitive fashion
|
•
|
Reviews, analyzes, and summarizes survey data on executive pay practices and amounts that come before the Committee
|
•
|
Attends Committee meetings, including executive sessions with only the Committee members, as requested
|
•
|
Advises the Committee on potential practices for Board governance of executive compensation as well as areas of concern and risk in the Bank’s programs
|
•
|
Advised the Co
mmittee with respect to the appropriateness of compensation structure and actual amounts paid to the Bank’s executive officers given the Bank’s compensation philosophy, size, and custom peer group
|
•
|
Advised on the appropriateness of executive performance goals and metrics
|
•
|
Reviewed and advised on the compensation for the Bank’s Board of Directors
|
•
|
Conducted critical analysis relating to the valuation of post-vest holding requirements on the 2018 restricted stock unit grants to Messrs. Simmons and McLean
|
•
|
Provided information on long-term incentive design trends and counsel related to the redesign of the Bank’s Value Sharing Plans for the 2018-2020 award period
|
•
|
Worked collaboratively with members of management and the Committee to assess the composition of the Bank’s custom peer group and provided counsel on possible adjustments
|
•
|
Advised the Committee on market and regulatory trends and developments
|
•
|
Reviewed
the 2018 Compensation Discussion and Analysis and related sections for this Proxy Statement
|
•
Associated Banc-Corp
|
•
Hancock Holding Co. (added 2018)
|
•
BB&T Corporation
|
•
Huntington Bancshares Incorporated
|
•
BOK Financial Corporation
|
•
IBERIABANK Corp. (added 2018)
|
•
Citizens Financial Group
|
•
KeyCorp
|
•
Comerica Incorporated
|
•
M&T Bank Corporation
|
•
East West Bancorp, Inc.
|
•
People’s United Financial, Inc.
|
•
First Horizon National Corp.
|
•
Regions Financial Corporation
|
•
First Republic Bank
|
•
SunTrust Banks, Inc.
|
•
Fifth Third Bancorp
|
•
Synovus Financial Corp.
|
•
FNB Corp. (added 2018)
|
•
WinTrust Financial, Inc.
|
•
|
The most recent and prior years’ comparative proxy statement and survey data for similar jobs among the custom peer group
|
•
|
The 25th percentile, median (i.e., 50th percentile), and 75th percentile custom peer group data for major elements of compensation (base salary, target annual cash incentive compensation, and total direct compensation)
|
•
|
The ability to provide market median (i.e., 50th percentile) total cash compensation (i.e., base salary plus annual cash incentive compensation) for 50th percentile performance relative to the custom peer group
|
•
|
The ability to conform to expectations and guidance issued by various regulatory authorities relating to upside leverage for incentive compensation plans and the mix of long-term incentive compensation (e.g., stock options, restricted stock units, or cash performance plans with multi-year vesting and/or performance periods) as a percentage of each EMC member’s total incentive compensation
|
COMPENSATION ELEMENTS
|
•
|
Pretax, Pre-provision Earnings (or PTPP) -
20% weight
|
•
|
Noninterest Income Growth -
15% weight
|
•
|
Net Charge-offs -
20% weight
|
•
|
Noninterest Expense -
15% weight
|
•
|
Return on Assets (relative to Zions’ peers in the custom peer group) -
15% weight
|
•
|
Risk-adjusted Net Interest Margin -
15% weight
|
•
|
Pretax, Pre-provision Earnings (or PTPP) -
20% weight
|
•
|
Customer-Related Fee Income -
15% weight
|
•
|
Net Charge-offs -
20% weight
|
•
|
Direct “Efficiency Ratio” Expense -
15% weight
|
•
|
Return on Assets (relative to Zions’ peers in the custom peer group) -
15% weight
|
•
|
Risk-adjusted Net Interest Margin -
15% weight
|
•
|
Adjusted Return on Tangible Assets (ROTA) -
20% weight.
|
◦
|
This metric is defined as net income applicable to common shareholders divided by average tangible assets; where the loan loss provision is replaced by actual net charge-offs
|
◦
|
Performance is measured at the consolidated enterprise-level and results are evaluated against those achieved by peer organizations in the Bank’s custom peer group
|
•
|
Earnings Per Share Growth (EPS Growth) - 20
% weight
|
◦
|
This measure is calculated by computing the year-over-year growth in EPS
|
◦
|
Performance on this metric is also computed at the consolidated enterprise-level and results are compared to those achieved by peer institutions in the Bank’s custom peer group
|
•
|
Adjusted Pretax Pre-provision Net Revenue (PPNR) - 4
0% weight
|
◦
|
This metric is defined as tax-equivalent revenue minus direct expense minus net charge-offs
|
◦
|
Performance for this component is measured at the affiliate bank level and evaluated relative to each affiliate bank’s internal “Plan” (e.g., 102% of plan, 95% of plan, etc.)
|
•
|
Compensation Committee Discretion
- 20% weight
|
◦
|
The Committee may use this award component to better align final payout values with performance results achieved
|
Risk-Adjusted Return on Tangible Assets
|
|
EPS Growth
|
||
Rank v. Peers
|
Payout ($/unit)
|
|
Rank v. Peers
|
Payout ($/unit)
|
Max - 100th %ile
|
$1.20
|
|
Max - 100th %ile
|
$1.20
|
80th %ile
|
$0.96
|
|
80th %ile
|
$0.96
|
60th %ile
|
$0.72
|
|
60th %ile
|
$0.72
|
50th %ile
|
$0.60
|
|
50th %ile
|
$0.60
|
40th %ile
|
$0.375
|
|
40th %ile
|
$0.375
|
30th %ile
|
$0.15
|
|
30th %ile
|
$0.15
|
Below Threshold
|
$—
|
|
Below Threshold
|
$—
|
•
|
Enhance the focus of executives on the creation of long-term shareholder value as reflected in the Bank’s stock price performance
|
•
|
Provide an opportunity for increased ownership by executives
|
•
|
Maintain competitive levels of total compensation
|
Award
|
2018
|
2019
|
2020
|
2021
|
2022
|
Stock Options
|
Granted at fair market value on date of grant
Value realized only if stock price increases over time
|
33.3% vest
|
33.3% vest
|
33.3% vest
|
|
Restricted Stock Units
|
Granted at fair market value on date of grant
Grants to Messrs. Simmons and McLean include two-year post-vest holding restrictions
|
25% vest
Messrs. Simmons and McLean must hold vested shares for an additional two years.
|
25% vest
Messrs. Simmons and McLean must hold vested shares for an additional two years.
|
25% vest
Messrs. Simmons and McLean must hold vested shares for an additional two years.
|
25% vest
Messrs. Simmons and McLean must hold vested shares for an additional two years.
|
Value Sharing Plan Units
|
Performance metrics established by the Compensation Committee:
(i) Zions Bancorporation’s return on tangible assets (relative to Zions Bancorporation peer companies);
(ii) Zions Bancorporation’s earnings per share growth (relative to Zions Bancorporation peer companies);
(iii) Adjusted pretax pre-provision net revenue (“PPNR”) (for either the Bank or the division, depending on plan participation) compared to Plan
(iv) Compensation Committee discretion based on qualitative assessment of performance.
Performance period begins on 1/1/2018.
|
After 12/31/18, the
Compensation Committee assesses results for the first year of the performance period and determines a per unit award value.
|
After 12/31/19, the
Compensation Committee assesses results for the second year of the performance period and determines a per unit award value.
|
After 12/31/20, the
Compensation Committee assesses results for the third year of the performance period and determines a per unit award value. The final award will be computed by taking the simple average of the annual award values for 2018, 2019, and 2020. The final per-unit value will be multiplied by the total number of units awarded to each Participant to determine the individual final award value. The final award value amount, if any, will be settled in cash during the first quarter of 2021.
|
|
OTHER COMPENSATION PRACTICES AND POLICIES
|
•
|
Any person, other than the Bank or any employee benefit plan of the Bank, acquires beneficial ownership of more than 20% of the combined voting power of the Bank’s then outstanding securities
|
•
|
The majority of the Board changes within any two consecutive years, unless certain conditions of Board approval are met
|
•
|
A merger or consolidation of the Bank is consummated in which the prior owners of our common shares no longer control 50% or more of the combined voting power of the surviving entity
|
•
|
The shareholders of the Bank approve a plan of complete liquidation of the Bank
|
•
|
An agreement providing for the sale or disposition by the Bank of all or substantially all of its assets is consummated
|
•
|
A lump sum s
everance payment equal to two or three times (depending on whether the individual is grandfathered under a prior iteration of the CIC arrangement that provided for three times) the sum of annual base salary plus the greater of the targeted annual bonus then in effect, or the average of the executive’s annual bonuses for each of the two or three years (depending on the individual) immediately prior to the change in control
|
•
|
Any unpaid base salary through the date of termination, any unpaid annual bonus, and the targeted annual bonus prorated through the date of termination
|
•
|
Continuation of medical and dental health benefits for two or three years (depending on the individual)
|
•
|
Outplacement services for two years at an aggregate cost to the Bank not to exceed 25% of the executive’s annual base salary
|
•
|
Full vesting in accrued benefits under our pension, profit sharing, deferred compensation, or supplement
al plans
|
▪
|
The annual total compensation of the Bank’s median employee, excluding the CEO, was $66,890; and
|
▪
|
The annual total compensation of Harris Simmons, our chief executive officer, was $4,363,039.
|
1.
|
As of December 31, 2018, our employee population consisted of approximately 10,590 individuals, including any full-time, part-time, temporary, or seasonal employees employed on that date.
|
2.
|
To find the median of the annual total compensation of all our employees, we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2018. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2018, but did not work for us the entire year. No full-time equivalent adjustments were made for part time employees.
|
3.
|
After identifying the median employee, we added together all of the elements of such employee’s compensation for 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
|
4.
|
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2018 Summary Compensation Table.
|
COMPENSATION COMMITTEE REPORT
|
COMPENSATION TABLES
|
2018 SUMMARY COMPENSATION TABLE
|
•
|
Perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000
|
•
|
Amounts we paid or that became due related to termination, severance, or change in control, if any
|
•
|
Our contributions to vested and unvested defined contribution plans
|
•
|
Any life insurance premiums we paid during the year for the benefit of an NEO
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||
Name and Principal Position
(1)
|
Year
|
Salary
(12)
($)
|
Bonus
($)
|
Stock Awards
($)
(3)
|
Option Awards
($)
|
Nonequity
Incentive Plan
Compen-sation
($)
(11)
|
Change in
Pension Value
and Nonqualified Deferred Compensation
Earnings
($)
(4)(5)
|
All Other Compensation
($)
|
Total
($)
|
|||||||||
Harris H. Simmons
Chairman and Chief Executive Officer
Zions Bancorporation
|
2018
|
1,036,154
|
|
1,350,000
|
|
1,100,012
|
|
274,897
|
|
529,338
|
|
29,652
|
42,986
|
|
(6)
|
4,363,039
|
|
|
2017
|
960,000
|
|
940,800
|
|
768,003
|
|
191,995
|
|
352,907
|
|
130,423
|
26,475
|
|
(6)
|
3,370,603
|
|
||
2016
|
940,000
|
|
500,000
|
|
751,989
|
|
187,997
|
|
363,935
|
|
38,170
|
|
24,913
|
|
(6)
|
2,807,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Paul E. Burdiss
Chief Financial Officer
Zions Bancorporation
|
2018
|
585,519
|
|
560,000
|
|
485,196
|
|
121,340
|
|
262,792
|
|
—
|
4,725
|
|
(7)
|
2,019,572
|
|
|
2017
|
561,000
|
|
460,000
|
|
485,194
|
|
121,306
|
|
186,667
|
|
—
|
13,352
|
|
(7)
|
1,827,519
|
|
||
2016
|
550,000
|
|
412,500
|
|
411,992
|
|
103,075
|
|
—
|
—
|
88,890
|
|
(7)
|
1,566,457
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Scott J. McLean
President and Chief Operating Officer, Zions Bancorporation
|
2018
|
704,148
(2)
|
|
710,000
|
|
497,612
|
|
124,442
|
|
343,506
|
|
—
|
25,137
|
|
(8)
|
2,404,845
|
|
|
2017
|
656,000
(2)
|
|
525,000
|
|
488,001
|
|
121,997
|
|
226,667
|
|
—
|
26,158
|
|
(8)
|
2,043,823
|
|
||
2016
|
644,000
(2)
|
|
450,000
|
|
414,804
|
|
103,777
|
|
191,250
|
|
—
|
31,478
|
|
(8)
|
1,835,309
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edward P. Schreiber
Chief Risk Officer
Zions Bancorporation
|
2018
|
548,942
|
|
410,000
|
|
402,399
|
|
100,636
|
|
233,359
|
|
—
|
15,850
|
|
(9)
|
1,711,186
|
|
|
2017
|
528,000
|
|
410,000
|
|
402,420
|
|
100,604
|
|
149,333
|
|
—
|
16,281
|
|
(9)
|
1,606,638
|
|
||
2016
|
518,000
|
|
388,500
|
|
352,234
|
|
88,056
|
|
154,000
|
|
—
|
10,331
|
|
(9)
|
1,511,121
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||
David E. Blackford
CEO – California Bank & Trust
|
2018
|
576,308
|
|
435,000
|
|
319,993
|
|
80,034
|
|
235,605
|
|
8,054
|
|
64,132
|
|
(10)
|
1,719,126
|
|
2017
|
544,077
|
|
396,000
|
|
279,997
|
|
65,423
|
|
221,876
|
|
6,797
|
|
30,357
|
|
(10)
|
1,544,527
|
|
|
2016
|
531,000
|
|
360,000
|
|
254,882
|
|
63,770
|
|
170,277
|
|
9,060
|
|
311,290
|
|
(10)
|
1,700,279
|
|
1
|
The table reflects the position held by each NEO as of December 31, 2018.
|
2
|
Mr. McLean’s 2016, 2017, and 2018 salary includes a housing allowance that became effective upon his promotion to President of Zions Bancorporation. This housing allowance reflects the time worked in Salt Lake City, Utah for this role as well as the time worked in Houston, Texas to retain a key leadership role with Amegy Bank. The housing allowance is more cost effective for the Bank compared to the alternative of securing corporate housing or utilizing hotels.
|
3
|
Grant values of restricted stock, restricted stock units and performance stock units are displayed for grants made during the fiscal year. The grant date value per share is equal to the closing price of our common stock on the grant date.
|
4
|
The net change in the accumulated present value of pension benefits for each NEO during 2018 was as follows: for Mr. Simmons, $29,652, and for Mr. Blackford, $8,054.
|
5
|
Amounts deferred by participants in the Deferred Compensation Plan are invested by the Bank in various investment vehicles at the direction of the participant. The Bank does not guarantee any rate of return on these investments. The array of investment vehicles includes publicly available mutual funds as well as publicly traded common and preferred share securities of the Bank. No above market or preferential earnings were credited on deferred compensation accounts in 2018.
|
6
|
All other compensation for Mr. Simmons consists of the following: (i) in 2018, $15,792 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan and a $27,194 contribution to the non-qualified Excess Benefit Plan; (ii) in 2017, $12,988 in matching and profit sharing contributions to the Bank’s tax-qualified defined contribution plan and a $13,487 contribution to the non-qualified Excess Benefit Plan; and (iii) in 2016, $13,662 in matching and profit sharing contributions to the Bank’s tax-qualified defined contribution plan and an $11,251 contribution to the non-qualified Excess Benefit Plan.
|
7
|
All other compensation for Mr. Burdiss consists of the following: (i) in 2018, $4,725 for profit sharing contributions to the Bank’s tax-qualified defined contribution plan; (ii) in 2017, $13,352 for matching and profit sharing contributions to the Bank’s tax-qualified defined contribution plan; and (iii) in 2016, $77,021 for relocation and $11,869 for matching contributions to the Bank’s tax-qualified defined contribution plan.
|
8
|
All other compensation for Mr. McLean consists of the following: (i) for 2018, $15,822 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan, and $9,315 in imputed income for club dues; (ii) for 2017, $12,546 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan, $7,762 in imputed income for club dues and $5,850 in annual car allowance; and (iii) for 2016, $14,046 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan, $11,582 in imputed income for club dues and $5,850 in annual car allowance.
|
9
|
All other compensation for Mr. Schreiber consists of the following: (i) for 2018, $15,850 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan; (ii) for 2017, $16,281 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan; and (iii) for 2016, $10,331 in matching, true-up, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan.
|
10
|
All other compensation for Mr. Blackford consists of the following: (i) for 2018, $15,725 in matching and profit sharing contributions to the Bank’s tax-qualified defined contribution plan, $14,076 contribution to the non-qualified Excess Benefit Plan, $31,451 in accrued vacation time buy-out as required by California law, and $2,880 in imputed income for club dues; (ii) for 2017, $13,450 in matching, and profit sharing contributions to the Bank’s tax-qualified defined contribution plan, $7,960 to the Bank’s non-qualified Excess Benefit Plan, $2,880 in imputed income for club dues, and $6,750 in annual car allowance; and (iii) for 2016, $13,250 in matching and profit sharing contributions to the Bank’s tax-qualified defined contribution plan, $6,160 to the non-qualified Excess Benefit Plan, $2,880 in imputed income for club dues, and $9,000 for annual car allowance.
|
11
|
Value Sharing Plan amounts under the 2016-18 Plans were considered earned as of December 31, 2018, and are reflected in the Nonequity Incentive Plan Compensation column. More information about the determination of these payments is disclosed in the Compensation Discussion & Analysis under the “Compensation Decisions for Named Executive Officers” section.
|
2018 GRANTS OF PLAN-BASED AWARDS
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
|
|
|
|
|
||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
||||||
Name
|
Grant Type
|
Equity
Award
Grant
Date
|
Units Awarded
(#)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
All Other
Stock
Awards: Number
of Stock or Stock Units
(#)
|
All Other Option Awards: Number of Securities Under-lying Options
(#)
|
Exercise or Base Price of Option Awards
($/sh)
|
Grant Date Fair Value of Shares and Option Awards ($)
|
||||||
Harris H. Simmons
|
Rest. Stock Units
(1)
|
3/23/2018
|
—
|
—
|
—
|
—
|
21,472
|
|
—
|
—
|
1,100,012
|
|
||||
Options
(2)
|
3/23/2018
|
—
|
—
|
—
|
—
|
—
|
23,424
|
|
51.23
|
274,897
|
|
|||||
Value Sharing Plan
(3)
|
—
|
1,875,000
|
|
—
|
1,125,000
|
|
2,250,000
|
|
—
|
—
|
—
|
—
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Paul E. Burdiss
|
Rest. Stock Units
(1)
|
2/23/2018
|
—
|
—
|
—
|
—
|
8,714
|
|
—
|
—
|
485,196
|
|
||||
Options
(2)
|
2/23/2018
|
—
|
—
|
—
|
—
|
—
|
9,506
|
|
55.68
|
121,340
|
|
|||||
Value Sharing Plan
(3)
|
—
|
701,250
|
|
—
|
420,750
|
|
841,500
|
|
—
|
—
|
—
|
—
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Scott J. McLean
|
Rest. Stock Units
(1)
|
2/23/2018
|
—
|
—
|
—
|
—
|
8,937
|
|
—
|
—
|
497,612
|
|
||||
Options
(2)
|
2/23/2018
|
—
|
—
|
—
|
—
|
—
|
9,749
|
|
55.68
|
124,442
|
|
|||||
Value Sharing Plan
(3)
|
—
|
777,500
|
|
—
|
466,500
|
|
933,000
|
|
—
|
—
|
—
|
—
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Edward P. Schreiber
|
Rest. Stock Units
(1)
|
2/23/2018
|
—
|
—
|
—
|
—
|
7,227
|
|
—
|
—
|
402,399
|
|
||||
Options
(2)
|
2/23/2018
|
—
|
—
|
—
|
—
|
—
|
7,884
|
|
55.68
|
100,636
|
|
|||||
Value Sharing Plan
(3)
|
—
|
528,000
|
|
—
|
316,800
|
|
633,600
|
|
—
|
—
|
—
|
—
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
David E. Blackford
|
Rest. Stock Units
(1)
|
2/23/2018
|
—
|
—
|
—
|
—
|
5,747
|
|
—
|
—
|
319,993
|
|
||||
Options
(2)
|
2/23/2018
|
—
|
—
|
—
|
—
|
—
|
6,270
|
|
55.68
|
80,034
|
|
|||||
Value Sharing Plan
(3)
|
—
|
340,000
|
|
—
|
204,000
|
|
408,000
|
|
—
|
—
|
—
|
—
|
1
|
Restricted stock units and restricted stock awards were granted under the Zions Bancorporation 2015 Omnibus Incentive Plan. The restricted stock units and awards have provisions consistent with our typical structure, 25% vesting each year over four years with potential accelerated vesting upon a death, disability, or constructive termination following a change in control. Upon a retirement after attainment of age 60 or older with five or more years of total service with the Bank, the restricted stock continues to vest according to the original vesting schedule. All unvested restricted stock is forfeited upon a termination of employment for any other reason. During the vesting period, restricted stock units do not provide voting rights, but do have dividend equivalent rights. An additional two-year post-vest hold provision applies to the restricted stock and restricted stock units awarded to Messrs. Simmons and McLean. This provision prohibits Messrs. Simmons and McLean from the sale, transfer, or other disposition of these shares for an additional two-year period following each vesting event.
|
2
|
Stock options were granted under the Zions Bancorporation 2015 Omnibus Incentive Plan. The stock options have an exercise price equal to the fair market value on the date of the grant and vest 33% each year until fully vested on the third anniversary, with potential accelerated vesting in the instance of death, disability or a constructive termination following a change in control. Upon a retirement after attainment of age 60 or older with five or more years of total service with the Bank, the options continue to vest according to the original vesting schedule. All unvested awards are forfeited upon a termination of employment for any other reason.
|
3
|
Units were granted under the 2018-2020 Value Sharing Plans. Messrs. Simmons, Burdiss, McLean, and Schreiber participate in the Bancorporation VSP, while Mr. Blackford has half of his VSP units in the Bancorporation Plan and half in the VSP of California Bank & Trust. Performance under these plans is based on an assessment of achievement by the Committee of various financial goals compared to predetermined thresholds over the time period from January 1, 2018, to December 31, 2018. Performance in each subsequent year in the plan will be evaluated and the results of the three years averaged together. Value continues to be subject to a risk-based forfeiture clause and other possible reductions until the end of the plan on December 31, 2020.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2018
|
|
Option Awards
|
Stock Awards
|
||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options(#)
Exercisable
|
Number of Securities Underlying Unexercised Options(#)
Unexercisable
(1)
|
Exercise
Price
($)
|
Option
Expiration Date
|
Number of Shares or Units of
Stock That Have Not Vested
(#)
(2)
|
Market
Value of Shares or Units of
Stock That Have Not Vested
($)
(4)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
||||
Harris H. Simmons
|
32,191
|
|
—
|
|
30.10
|
6/09/2021
|
4,725
(3)
|
|
192,497
|
|
|
|
|
34,113
|
|
—
|
|
29.02
|
5/21/2022
|
14,914
(3)
|
|
607,596
|
|
—
|
—
|
|
20,013
|
|
10,007
|
|
25.21
|
3/17/2023
|
14,079
(3)
|
|
573,578
|
|
—
|
—
|
|
6,412
|
|
12,826
|
|
40.91
|
3/23/2024
|
21,472
(3)
|
|
874,769
|
|
—
|
—
|
|
—
|
|
23,424
|
|
51.23
|
3/22/2025
|
|
|
|
|
||
|
92,729
|
|
46,257
|
|
|
|
55,190
|
|
2,248,440
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Paul E. Burdiss
|
13,307
|
|
6,654
|
|
20.99
|
2/11/2023
|
4,656
|
|
189,685
|
|
—
|
—
|
3,510
|
|
7,020
|
|
44.55
|
2/23/2024
|
9,814
|
|
399,822
|
|
—
|
—
|
|
—
|
|
9,506
|
|
55.68
|
2/22/2025
|
8,169
|
|
332,805
|
|
—
|
—
|
|
|
|
|
|
|
8,714
|
|
355,008
|
|
|
|
||
|
16,817
|
|
23,180
|
|
|
|
31,353
|
|
1,277,320
|
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
|||
Scott J. McLean
|
7,819
|
|
—
|
|
29.02
|
5/21/2022
|
3,390
(3)
|
|
138,109
|
|
—
|
—
|
|
13,398
|
|
6,699
|
|
20.99
|
2/11/2023
|
9,880
(3)
|
|
402,511
|
|
—
|
—
|
|
3,530
|
|
7,060
|
|
44.55
|
2/23/2024
|
8,215
(3)
|
|
334,679
|
|
—
|
—
|
|
—
|
|
9,749
|
|
55.68
|
2/22/2025
|
8,937
(3)
|
|
364,093
|
|
—
|
—
|
|
24,747
|
|
23,508
|
|
|
|
30,422
|
|
1,239,392
|
|
—
|
—
|
|
|
|
|
|
|
|
|
|
||||
Edward P. Schreiber
|
8,202
|
|
—
|
|
24.78
|
3/31/2020
|
3,310
|
|
134,849
|
|
—
|
—
|
|
9,482
|
|
—
|
|
28.59
|
5/29/2021
|
6,986
|
|
284,610
|
|
—
|
—
|
|
11,738
|
|
—
|
|
29.02
|
5/21/2022
|
6,774
|
|
275,973
|
|
—
|
—
|
|
9,374
|
|
4,687
|
|
25.21
|
3/17/2023
|
7,227
|
|
294,428
|
|
—
|
—
|
|
2,911
|
|
5,822
|
|
44.55
|
2/23/2024
|
|
|
—
|
—
|
||
|
—
|
|
7,884
|
|
55.68
|
2/22/2025
|
|
|
|
|
||
|
41,707
|
|
18,393
|
|
|
|
24,297
|
|
989,860
|
|
—
|
—
|
|
|
|
|
|
|
|
|
|
||||
David E. Blackford
|
1
|
|
4,117
|
|
20.99
|
2/11/2023
|
1,918
|
|
78,139
|
|
—
|
—
|
|
2,025
|
|
4,051
|
|
44.55
|
2/23/2024
|
5,831
|
|
237,555
|
|
—
|
—
|
|
—
|
|
6,270
|
|
55.68
|
2/23/2018
|
4,713
|
|
192,008
|
|
—
|
—
|
|
|
|
|
|
5,747
|
|
234,133
|
|
—
|
—
|
||
|
2,026
|
|
14,438
|
|
|
|
18,209
|
|
741,835
|
|
—
|
—
|
1
|
All outstanding stock options vest 33% each year on the grant date anniversary and have a seven-year term.
|
2
|
All outstanding restricted shares and restricted stock units vest 25% each year on the grant date anniversary.
|
3
|
An additional two-year post-vest hold provision applies to the restricted stock units awarded to Messrs. Simmons and McLean in 2015, 2016 2017 and 2018. This provision prohibits them from trading these shares for an additional two-year period following each vesting event.
|
4
|
Based on closing market price on December 31, 2018, of $40.74 per share.
|
OPTION EXERCISES AND STOCK VESTED IN 2018
|
|
Option Awards
|
|
Stock Awards
|
||||
(a)
|
(b)
|
(c)
|
|
(d)
|
(e)
|
||
Name
|
Number of Shares Acquired on Exercise (#)
|
Value Realized on Exercise
($)
|
|
Number of Shares Acquired on Vesting (#)
|
Value Realized on Vesting
($)
1
|
||
Harris H. Simmons
|
—
|
—
|
|
23,508
|
|
1,311,743
|
|
Paul E. Burdiss
|
—
|
—
|
|
12,285
|
|
681,242
|
|
Scott J. McLean
|
45,717
|
1,269,921
|
|
14,450
|
|
798,154
|
|
Edward P. Schreiber
|
—
|
—
|
|
20,609
|
|
1,116,367
|
|
David E. Blackford
|
9,217
|
274,381
|
|
9,289
|
|
511,143
|
|
1
|
We computed the aggregate dollar amount realized upon vesting, according to the vesting schedule, by multiplying the number of shares by the market value of the underlying shares on the vesting date.
|
2018 PENSION BENEFITS TABLE
|
Name
(1)
|
Plan Name
|
Number of Years of Credited Service
(2)
|
Present Value of Accumulated Benefit
($)
|
Payments During Last Fiscal Year
|
||
Harris H. Simmons
|
Cash Balance Pension Plan
|
21.46
|
|
690,815
|
|
—
|
|
Excess Benefit Plan
|
21.46
|
|
426,392
|
|
—
|
|
Supplemental Retirement Plan
|
N/A
|
164,246
|
|
—
|
|
|
|
|
|
|
||
David E. Blackford
|
Cash Balance Pension Plan
|
5.00
|
|
63,901
|
|
—
|
|
Excess Benefit Plan
|
5.00
|
|
264,519
|
|
—
|
|
Supplemental Retirement Plan
|
N/A
|
—
|
—
|
1
|
Messrs. Burdiss, McLean, and Schreiber are not eligible to participate in the Bank’s defined benefit retirement programs.
|
2
|
The Zions Bancorporation Pension Plan and the cash balance restoration benefit within the Excess Benefit Plan were frozen on December 31, 2002, except for certain grandfathered individuals who met the age and service requirements established to continue receiving service credits. Subsequently, on June 30, 2013, the Zions Bancorporation Pension Plan was frozen resulting in the cash balance restoration benefit within the Excess Benefit Plan being frozen for all plan participants. The service credits displayed in the table will remain constant in future years. Any future present value changes will only result from interest crediting.
|
2018 NONQUALIFIED DEFERRED COMPENSATION TABLE
|
Name
|
Executive Contributions in Last FY
($)
|
Registrant Contributions
in Last FY
($)
|
Aggregate Earnings in Last FY
($)
|
Aggregate Withdrawals/ Distributions
($)
|
Aggregate Balance at Last FYE
($)
|
|||
Harris H. Simmons
|
—
|
27,194
|
|
(91,087
|
)
|
—
|
398,666
|
|
Paul E. Burdiss
|
—
|
—
|
—
|
—
|
—
|
|||
Scott J. McLean
|
—
|
—
|
—
|
—
|
—
|
|||
Edward P. Schreiber
|
—
|
—
|
—
|
—
|
—
|
|||
David E. Blackford
|
—
|
14,076
|
|
(348,498
|
)
|
—
|
5,126,191
|
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
|
Executive Benefits and
Payments Upon Termination
|
Voluntary
Termination
($)
|
Death or
Disability
($)
|
For Cause
Termination
($)
|
Involuntary
Not for Cause
or Voluntary Good Reason
Termination
(without Change in Control)
($)
|
Involuntary
Not for Cause
or Voluntary Good Reason
Termination
(with Change in Control)
($)
|
Harris H. Simmons
|
|
|
|
|
|
Severance
|
—
|
—
|
—
|
1,000,000
(1)
|
6,750,000
(2)(3)
|
Accelerated Vesting of Long-Term Incentives
|
—
|
—
|
—
|
—
|
320,250
(7)
|
Retirement Plans
|
—
|
—
|
—
|
—
|
33,000
(4)
|
Other Benefits
|
—
|
—
|
—
|
—
|
46,944
(5)
|
|
|
|
|
|
|
Paul E. Burdiss
|
|
|
|
|
|
Severance
|
—
|
—
|
—
|
575,000
(1)
|
2,498,793
(2)(3)
|
Accelerated Vesting of Long-Term Incentives
|
—
|
1,408,738
(6)
|
—
|
—
|
1,564,988
(7)
|
Retirement Plans
|
—
|
—
|
—
|
—
|
46,944
(4)
|
Other Benefits
|
—
|
—
|
—
|
—
|
35,935
(5)
|
|
|
|
|
|
|
Scott J. McLean
|
|
|
|
|
|
Severance
|
—
|
—
|
—
|
692,000
(1)
|
3,021,375
(2)(3)
|
Accelerated Vesting of Long-Term Incentives
|
—
|
—
|
—
|
—
|
195,125
(7)
|
Retirement Plans
|
—
|
—
|
—
|
—
|
33,000
(4)
|
Other Benefits
|
—
|
—
|
—
|
—
|
32,004
(5)
|
|
|
|
|
|
|
Edward P. Schreiber
|
|
|
|
|
|
Severance
|
—
|
—
|
—
|
539,000
(1)
|
2,829,750
(2)(3)
|
Accelerated Vesting of Long-Term Incentives
|
—
|
1,062,649
(6)
|
—
|
—
|
1,192,149
(7)
|
Retirement Plans
|
—
|
—
|
—
|
—
|
33,000
(4)
|
Other Benefits
|
—
|
—
|
—
|
—
|
26,208
(5)
|
|
|
|
|
|
|
David E. Blackford
|
|
|
|
|
|
Severance
|
—
|
—
|
—
|
566,000
(1)
|
2,971,500
(2)(3)
|
Accelerated Vesting of Long-Term Incentives
|
—
|
—
|
—
|
—
|
97,880
(7)
|
Retirement Plans
|
—
|
—
|
—
|
—
|
33,000
(4)
|
Other Benefits
|
—
|
—
|
—
|
—
|
15,912
(5)
|
1
|
Zions Bancorporation maintains severance guidelines for executive officers that generally provide four weeks salary for each $20,000 in base salary (rounded to the nearest thousand) or two weeks’ pay for every year of completed service up to ten years and an additional week of pay for every year over ten years of service, whichever is greater up to a maximum of 52 weeks. A severance payment for a NEO, if any, is not enhanced over what any other employee would be due as a result of the termination occurrence.
|
2
|
Under the Bank’s change in control agreements, upon a change in control and termination by the Bank other than for cause or by the executive for good reason (i.e., a “double trigger”), severance for the NEO would consist of three times the sum of the individual’s salary at the time of the change in control plus the greater of: (i) the average annual bonus paid to the executive for the three years preceding the change in control or (ii) the individual’s current target bonus.
|
3
|
The Bank’s change in control agreements specify that if any payment or distribution to the executive would be subject to excise payment required by Section 280(g) of the Internal Revenue Code, the total payment or distribution will be reduced to such extent required to not trigger the excise tax. If a reduction is necessary, the executive may decide which element of pay should be reduced. We have assumed that the executive elects to reduce amounts attributable to the annual cash incentive. Accordingly, this figure reflects only the amount necessary (in addition to accelerated vesting of long term incentives, retirement plans and other benefits) to reach the excise tax limit for this executive, rather than the full value of the long-term incentives accelerated as a result of the change in control. The reported value of severance has been reduced for Messrs. Burdiss and Schreiber in order to avoid the imposition of excise taxes.
|
4
|
Under the Bank’s change in control arrangements, each NEO would be entitled to receive an amount equal to the matching contribution the Bank would have contributed under the Bank’s 401(k) plan had they remained employed for three years and had the executive made the maximum elected deferral contribution. The Bank’s change in control agreements also provide for accelerated vesting of any unvested 401(k) plan balances. Mr. Burdiss had unvested 401(k) balances as of December 31, 2018. The reported amounts reflect the maximum employer contribution of 4% applied to the compensation limit ($275,000) imposed by Sections 415 and 401(a)(17) of the Internal Revenue Code and the acceleration of Mr. Burdiss’ unvested balances.
|
5
|
Under the Bank’s change in control agreements, each of the NEOs would be entitled to the continuation of medical and dental benefits for 36 months if terminated following a change in control of the Bank. This figure represents the aggregate cost of fulfilling that obligation.
|
6
|
The equity awards contain a provision that would accelerate vesting in the instance of death or disability. Messrs. Burdiss and Schreiber would receive an incremental benefit from this provision. These figures represent the potential value of this acceleration as of December 31, 2018. Messrs. Simmons, McLean and Blackford would not receive an incremental benefit from the death or disability provision, because they have already met the retirement eligibility provision of these grants based on their age and service as of December 31, 2018.
|
7
|
The Bank’s change in control arrangements, Value Sharing Plan provisions, and equity award terms would give the NEOs certain benefits under change in control circumstances that they would not otherwise receive. The figures in the table represent the incremental increase in value of long-term incentives resulting from an assumed change in control as of December 31, 2018. For Value Sharing Plans, the incremental value results in instances where the target value of plan units exceeds the estimated value as of December 31, 2017. For equity awards that are held by NEOs who were not age 60 or did not have five years’ service as of December 31, 2018, the incremental value is based on, in the case of stock options, the difference between the price of our common stock on December 31, 2018, and the exercise price of the unvested option or, in the case of restricted stock or restricted stock units, the price of our common stock on December 31, 2018. For equity awards held by executives who had attained age 60 and five years of service as of December 31, 2018, no incremental value is reflected, because the value of the award will be fully recognized regardless of whether a change in control occurs.
|
RECONCILIATION OF NON-GAAP PERFORMANCE METRICS
|
1
|
See Details of Adjustments on the following page.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
ORDINARY COURSE LOANS
|
RELATED PARTY TRANSACTIONS POLICY
|
COMPENSATION OF DIRECTORS
|
Element of Compensation
|
Position
|
|
Amount 10/1/2018-Present
|
Amount 1/1/2018-
9/30/2018
|
||||
Annual cash retainer
|
|
|
$
|
64,000
|
|
$
|
47,500
|
|
|
Lead Director
|
|
$
|
35,000
|
|
$
|
25,000
|
|
|
Audit Committee
|
Chair
|
$
|
15,000
|
|
$
|
15,000
|
|
|
Member
1
|
$
|
22,000
|
|
$
|
3,000
|
|
|
|
Risk Oversight Committee
|
Chair
|
$
|
15,000
|
|
$
|
15,000
|
|
|
Member
1
|
$
|
17,000
|
|
$
|
3,000
|
|
|
|
Special Technology Assignment
|
$
|
10,000
|
|
$
|
7,500
|
|
|
|
Compensation Committee
|
Chair
|
$
|
10,000
|
|
$
|
10,000
|
|
|
Member
1
|
$
|
10,000
|
|
$
|
—
|
|
|
|
Nominating & Corporate Governance Committee
|
Chair
|
$
|
10,000
|
|
$
|
10,000
|
|
|
Member
1
|
$
|
10,000
|
|
$
|
—
|
|
|
Meeting fee
|
|
|
$
|
—
|
|
$
|
1,500
|
|
Restricted stock units
2
|
|
|
$
|
91,500
|
|
$
|
91,500
|
|
1
|
Includes committee chair
|
2
|
The number of restricted stock shares or units is determined by dividing $91,500 by the closing price of Zions Bancorporation common stock on the grant date and rounding to the nearest whole share.
|
DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
|
2018 DIRECTOR SUMMARY COMPENSATION TABLE
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
|||
Name
(1)
|
Fees Earned or Paid
in Cash
($)
(2)
|
Stock Awards
($)
(3)(4)
|
Option Awards ($)
(4)
|
Change in Pension Value and Deferred Compensation Earnings
($)
|
All Other Compensation
($)
|
Total
($)
|
|||
Jerry C. Atkin
|
94,375
|
|
91,505
|
|
—
|
—
|
—
|
185,880
|
|
Gary L. Crittenden
|
97,375
|
|
91,505
|
|
—
|
—
|
—
|
188,880
|
|
Suren K. Gupta
|
79,250
|
|
91,505
|
|
—
|
—
|
—
|
170,755
|
|
J. David Heaney
|
98,125
|
|
91,505
|
|
—
|
—
|
15,002
(5)
|
204,632
|
|
Vivian S. Lee
|
78,750
|
|
91,505
|
|
—
|
—
|
—
|
170,255
|
|
Edward F. Murphy
|
110,875
|
|
91,505
|
|
—
|
—
|
—
|
202,380
|
|
Roger B. Porter
|
74,625
|
|
91,505
|
|
—
|
—
|
—
|
166,130
|
|
Stephen D. Quinn
|
114,875
|
|
91,505
|
|
—
|
—
|
—
|
206,380
|
|
Barbara A. Yastine
|
74,625
|
|
91,505
|
|
—
|
—
|
—
|
166,130
|
|
1
|
Harris H. Simmons, the Bank’s Chairman and CEO, and Scott J. McLean, the Bank’s President and COO, are not included in this table because they are employees of the Bank and thus receive no compensation as directors. Their compensation as employees of the Bank is shown in the Summary Compensation Table on page 50.
|
2
|
Amounts earned include fees deferred by participating directors under the Zions Bancorporation Deferred Compensation Plan for Directors.
|
3
|
Grants of 1,644 shares of restricted stock were made to each director effective June 1, 2018, under the 2015 Omnibus Incentive Plan, which vested immediately on the date of grant. The fair market value on the date of grant was $55.66 per share.
|
4
|
The directors’ stock option awards outstanding as of December 31, 2018, are set forth in the table below and are also included in the “Common Shares Beneficially Owned” column of the table on page 66.
|
5
|
In 2018, Mr. Heaney served as a member of the advisory board of Zions Bancorporation, N.A.’s Amegy Bank division. His 2018 advisory board compensation is reported in the “All Other Compensation” column.
|
Name
|
Restricted Stock Awards Outstanding
|
Stock Options Outstanding
|
Stock Options Expired in 2018
|
|
Jerry C. Atkin
|
—
|
—
|
—
|
|
Gary L. Crittenden
|
—
|
—
|
—
|
|
Suren K. Gupta
|
—
|
—
|
—
|
|
J. David Heaney
|
—
|
2,508
|
|
—
|
Vivian S. Lee
|
—
|
—
|
—
|
|
Edward F. Murphy
|
—
|
—
|
—
|
|
Roger B. Porter
|
—
|
—
|
—
|
|
Stephen D. Quinn
|
—
|
—
|
—
|
|
Barbara A. Yastine
|
—
|
—
|
—
|
PRINCIPAL HOLDERS OF VOTING SECURITIES
|
|
|
Common Stock
|
|
Name and Address
|
Type of Ownership
|
No. of Shares
|
% of Class
|
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355
|
Beneficial
|
22,183,105
|
12.15%
|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
Beneficial
|
13,086,266
|
7.17%
|
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, MA 02111
|
Beneficial
|
10,294,412
|
5.64%
|
Invesco Ltd.
1555 Peachtree Street NE, Suite 1800
Atlanta, GA 30309
|
Beneficial
|
10,142,715
|
5.56%
|
|
|
|
Perpetual Preferred Series*
|
||||||||
Directors and Officers
|
Common Shares
Beneficially
Owned
|
% of
Class
|
A
(1)
|
G
(1)
|
H
(1)
|
J
|
|||||
Jerry C. Atkin
|
71,153
|
|
*
|
|
|
24,000
|
|
|
|||
David E. Blackford
|
31,364
|
|
|
|
|
|
|
||||
Paul E. Burdiss
|
60,338
|
|
*
|
|
|
|
|
||||
Gary L. Crittenden
|
6,421
|
|
*
|
|
|
16,230
|
|
|
|||
Suren K. Gupta
|
10,112
|
|
*
|
|
|
|
|
||||
J. David Heaney
|
81,047
|
|
*
|
|
|
|
|
||||
Vivian S. Lee
|
9,747
|
|
*
|
|
|
|
|
||||
Scott J. McLean
|
222,901
|
|
*
|
|
|
|
|
||||
Edward F. Murphy
|
15,661
|
|
*
|
|
|
|
|
||||
Roger B. Porter
|
88,526
|
|
*
|
|
|
|
2,500
|
|
|||
Stephen D. Quinn
|
176,832
|
|
*
|
|
200,000
|
|
|
|
|||
Edward P. Schreiber
|
80,999
|
|
*
|
|
|
|
|
||||
Harris H. Simmons
|
1,505,544
|
|
*
|
|
|
|
412
|
|
|||
Barbara A. Yastine
|
4,099
|
|
*
|
|
|
|
|
||||
All directors and officers as a group
(31 persons)
(2)
|
3,119,855
|
|
1.7%
|
2,530
|
|
200,000
|
|
40,230
|
|
2,912
|
|
*
|
Less than one percent. Each of the directors, NEOs, and all directors and officers as a group, owns less than 1% of each class of the outstanding preferred shares except as follows: Mr. Quinn holds approximately 3.6% of the total outstanding Preferred Series G shares, while all directors and officers as a group own approximately 3.6% of the total outstanding Preferred Series G shares; and (ii) Mr. Porter holds approximately 1.8% of the total outstanding Preferred Series J shares, while all directors and officers as a group own approximately 2.1% of the total outstanding Preferred Series J shares.
|
1
|
Number of depositary shares, each representing one-fortieth of one preferred share. Except under limited circumstances, the preferred shares are non-voting.
|
2
|
As of December 31, 2018, of the total shares owned by Harris H. Simmons, 377,415 common shares were held in brokerage accounts, which may from time to time, together with other securities held in these accounts, have served as collateral for margin loans made from such accounts. Of the total shares held by all directors and officers as a group, 417,615 common shares similarly served as collateral and may have been subject to pledge. Less than one-half of one percent of the total outstanding common shares of the Bank were subject to pledge by our directors and officers as a group as of December 31, 2018.
|
PROPOSALS
|
Proposal 1: NOMINATION AND ELECTION OF DIRECTORS
|
The Board of Directors unanimously recommends that shareholders vote “FOR” the election of the nominees for director listed above.
|
Proposal 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
The Board unanimously recommends that shareholders vote “FOR” the ratification of Ernst & Young LLP as the Bank’s independent registered public accounting firm for fiscal 2019.
|
($ approximate)
|
2018
|
2017
|
||||
Audit
|
$
|
3,842,786
|
|
$
|
4,003,528
|
|
Audit-Related
|
873,243
|
|
556,150
|
|
||
Tax
|
150,000
|
|
173,895
|
|
||
All other
|
31,085
|
|
4,000
|
|
||
Total
|
$
|
4,897,114
|
|
$
|
4,737,573
|
|
Proposal 3: ADVISORY (NONBINDING) VOTE REGARDING 2018 EXECUTIVE COMPENSATION (“SAY ON PAY”)
|
The Board unanimously recommends that shareholders vote “FOR” approval of the 2018
compensation of named executive officers as disclosed in this Proxy Statement
pursuant to the compensation disclosure rules of the SEC.
|
Proposal 4: ADVISORY (NONBINDING) VOTE ON FREQUENCY OF FUTURE SAY ON PAY VOTES ON EXECUTIVE COMPENSATION (“SAY ON FREQUENCY”)
|
The Board unanimously recommends that shareholders vote to hold Say on Pay advisory votes
ANNUALLY until the Board next solicits shareholder input on frequency.
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
OTHER MATTERS
|
OTHER BUSINESS BEFORE THE ANNUAL MEETING
|
SHAREHOLDER PROPOSALS FOR 2020 ANNUAL MEETING
|
•
|
Shareholder’s name, address, and share ownership of the Bank
|
•
|
Text of the proposal to be presented
|
•
|
Brief written statement of the reasons why such shareholder favors the proposal and any material interest of such shareholder in the proposal
|
•
|
Shareholder’s name, address, and share ownership of the Bank
|
•
|
Name of the person to be nominated
|
•
|
Name, age, business address, residential address, and principal occupation or employment of the nominee
|
•
|
Nominee’s signed consent confirming that the nominee will serve as a director for the term for which he or she is standing for election if nominated and elected by the shareholders, consents to being named in the proxy statement as a nominee, will comply with the Bank’s Corporate
|
•
|
Number of shares of the Bank owned by the nominee
|
•
|
Description of all arrangements and understandings between the shareholder and nominee pursuant to which the nomination is to be made
|
•
|
Whether the nominee is eligible for consideration as an independent director
|
•
|
Such other information concerning the nominee as would be required in a proxy statement soliciting proxies for the election of the nominee under the rules of the SEC
|
COMMUNICATING WITH THE BOARD OF DIRECTORS
|
“HOUSEHOLDING” OF PROXY MATERIALS
|
VOTING THROUGH THE INTERNET OR BY TELEPHONE
|
FORWARD-LOOKING STATEMENTS
|
1 Year Zions Bancorporation NA Chart |
1 Month Zions Bancorporation NA Chart |
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