Huntington Bancshares Incorporated (HBAN) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of Huntington Bancshares, Incorporated. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Stephen D. Steinour, Chairman, President and Chief Executive Officer of Huntington Bancshares Incorporated. Mr. Steinour, you may begin.

Welcome to the Special Meeting of Shareholders of Huntington Bancshares Incorporated. It's my pleasure to welcome you all to this special meeting. Today's virtual meeting is a live audio only webcast. Thank you for participating in our virtual meeting today during these challenging times. Your safety and security is our top priority, and we appreciate your support and understanding. I'll serve as Chairman of this meeting. I'd like to also introduce the other officers of the company who are present at today's meeting, Zach Wasserman, the company's Senior Executive Vice President and CFO; and Jana Litsey, the company's Senior Executive Vice President and General Counsel. I'll now call this special meeting to order. Special meeting will be conducted in accordance with the meeting agenda and the meeting procedures. The agenda and procedures are available online in the filed section in the lower left corner of your screen. Before we begin with the formal business of today's meeting, I wish to express my sincere thanks to you, our shareholders, who submitted your proxies in advance of this meeting and others as well as those of you who are attending virtually today for your interest in the company. And if you need a copy of the joint proxy statement, prospectus for this meeting, a link is available online as well. Dave Dietrich of Computershare Trust Company is in attendance and will act as inspector of election. The Corporate Secretary and the duly appointed proxies are also present. This special meeting was called by our Board of Directors who set the close of business on February 11, 2021, as the record date for holders of shares of our common stock entitled to receive notice of and to vote at this meeting. The notice of meeting and related proxy soliciting material, including the joint proxy statement, prospectus describing the matters to be voted on at the special meeting and a proxy card were mailed on or about February 17 of this year to holders of shares of our common stock of record as of the close of business on the record date. I've been advised by the secretary that at least the majority of the company's issued and outstanding shares of common stock entitled to vote is represented in person or by proxy at today's meeting. Accordingly, a quorum is present for the conduct of business. I will address questions, if any, about the proposals after they're presented. You may submit questions online by clicking on the dialogue icon in the upper right corner of the meeting center screen. Out of consideration for others, we request that shareholders limit themselves to 1 question or comment. We'll now turn to the 3 proposals to be presented for a vote of the shareholders. The proposals are described in our joint proxy statement, prospectus. Our Board of Directors recommends that Huntington shareholders vote for each of the proposals as follows: proposal one. The first proposal is to approve the merger of TCF Financial Corporation, which we refer to as TCF with and into Huntington on the terms and conditions set forth in the agreement and plan of merger dated as of December 13, 2020, by and between Huntington and TCF, as more fully described in the joint proxy statement. Approval of the merger proposal requires the affirmative vote of 2/3 of all the votes entitled to be cast on a matter by the holders of outstanding Huntington common stock and is a condition to the completion of the merger. The second proposal is to approve an amendment to Huntington's charter to increase the number of authorized shares of Huntington common stock from 1,500,000,000 to 2,250,000,000 shares. Approval of the second proposal requires the affirmative vote of 2/3 of all the votes entitled to be cast on the matter by the holders of outstanding Huntington common stock and is a condition to the completion of the merger. The third proposal is to approve the adjournment of the special meeting, if necessary or appropriate, as more fully described in the joint proxy statement. Approval of the third proposal requires the affirmative vote of a majority of the votes cast on the matter by the holders of Huntington common stock entitled to vote. Now if you've not yet voted or wish to change your vote, you may do so now by clicking on the link available online. Any shareholder who has already voted and does not want to change their vote, need not take any further action. Once again, as described in our proxy materials, our Board of Directors recommends that Huntington shareholders vote for each of the 3 proposals. We now have some time for shareholder questions, and I'd like to ask Mark Muth, Director of Investor Relations, if there are any questions specific to the proposals, which have been submitted. Mark?

Thanks, Steve. At this time, there are no questions in the queue.

All right. So this will conclude then this discussion period. And given no questions, I just want to pause for a few more seconds to allow any shareholders to adjust or to vote. [Voting]

And at this time, I want to thank you. The polls are now closed for voting. The inspector has issued a preliminary report and determined that the first, second and third proposals have been duly approved by Huntington shareholders. Because there are sufficient votes to approve the merger proposal and the authorized share count proposal, the adjournment contemplated by the third proposal will not be necessary. Based on the preliminary report of the inspector, I declare that the proposals are approved. The final results of the balloting will be recorded in the minutes and will appear in a current report on Form 8-K that the company will file within 4 business days after this meeting. This concludes the special meeting, and I thank you all very much for attending and for your support. Have a great day.

This concludes the meeting. You may now disconnect.