Zions Bancorporation, National Association ($ZION)

Thank you for joining the Zions Bancorporation Corporation, National Association's 2026 Annual Meeting of Shareholders. Rules of conduct for the meeting have been distributed. The meeting will please come to order. I'm Harris Simmons, I'm the Chairman and Chief Executive Officer of the bank. Also participating is Rena Miller, General Counsel of the bank and Secretary of the meeting. Ms. Miller, do you have affidavits of the Notice of Meeting and mailing of the notices?

Yes, I do.

The notice and affidavits will be filed with the minutes. The meeting has been legally called and a quorum is present. In addition to myself, our director nominees who are here today are Maria Contreras-Sweet, Gary Crittenden, Suren Gupta, Claire Huang, Vivian Lee, Scott McLean, Edward Murphy, Stephen Quinn and Barbara Yastine. Director, Aaron Skonnard is also participating remotely. William Wilcox and Ryan Silvester have been appointed inspectors of election, neither is a nominee for the office of director. The first item of business is the election of directors for a term of 1 year and shareholder, [ Sam Torggeson ] will present each of the resolutions. [ Mr. Torggeson ], would you please state your name and the fact of your stock ownership for the record?

Mr. Chairman, my name is [ Sam Torggeson ]. I'm a shareholder of record. I move the following resolution: Resolve that each of the following persons be nominated for director of the bank for a term of 1 year. Maria Contreras-Sweet, Gary L. Crittenden, Suren K. Gupta, Claire A. Huang, Vivian S. Lee, Scott J. McLean, Edward J. Murphy -- Edward F. Murphy, excuse me, Stephen D. Quinn, Harris H. Simmons, Aaron B. Skonnard and Barbara A. Yastine.

I second the motion.

All right. Got a second. The Board recommends voting for these nominees. We are not aware of any shareholders who have complied with the bank's procedures for making additional nominations. Accordingly, the nominations are closed. The proposal is now open for discussion. Is there any discussion? Shareholders who have not yet voted on the nominees may do so by marking an appropriate entry after item #1 on their ballot. Proposal #2 is to ratify the appointment of Ernst & Young LLP as the bank's independent auditor. Shareholder [ Shelly Johnson ] will present this resolution. [ Ms. Johnson ], would you please state your name and the fact of your stock ownership for the record?

Mr. Chairman, my name is [ Shelley Johnson ]. I am a shareholder of record. I move the following resolution: Resolve to ratify the appointment of Ernst & Young LLP as the bank's independent auditors for fiscal 2026.

I second the motion.

The Board recommends a vote for this proposal. The proposal is now open for discussion. Any discussion? There being no further discussion, shareholders who have not yet voted or who wish to change their vote on this proposal may do so by marking an appropriate entry after item #2 on your ballot. The next item on the agenda is a vote on a nonbinding advisory basis to approve the 2025 compensation paid to the bank's executive officers named in the proxy statement. Shareholder, [ Arthur Newell ], will present this resolution.

Mr. Chairman, my name is [ Arthur Newell ]. I'm a shareholder of record. I move the following resolution: Resolve that the shareholders hereby approve, on a nonbinding basis, the 2025 compensation of the named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and related material.

I second the motion.

Thank you very much. The Board recommends a vote for this proposal. The proposal is now open for discussion. Is there any discussion? There being no further discussion, shareholders who have not yet voted or who wish to change their vote on this proposal may do so by marking an appropriate entry after item #3 on their electronic ballot. The last item is a shareholder proposal submitted by the Heritage Foundation requesting a report on risks of misalignment between company policies and our customer base. Is there a representative here from the Heritage Foundation to present this resolution? Okay. It's included in the proxy materials. There being no representative in attendance to present the proposal, we will submit it for a vote without further discussion. The Board recommends a vote against this proposal. The bank's commitment to serving its customers and communities and its adherence to its code of conduct, guiding principles, policies and banking regulations provide ample support for the Board's recommendation of a vote against the proposal. Shareholders who have not yet voted or wish to change their vote on this proposal may do so by marking an appropriate entry after item #4 on their ballot. I now declare the polls closed. With that, just I would like to spend just a few minutes giving a brief update on the company and its results for this past year and I'll have Chris, if you would advance the slides to the next slide. We had a good year this past year. I want to go on there. The company is -- we've -- after a decade of a lot of internal work replacing systems and building a risk management framework that is consistent with some of the larger banks in the nation, is very much in a growth mode. We've introduced new products. Many of you who are in our markets will see the marketing we're doing for a new Gold Account, which is a really fabulous product for kind of a mass affluent market. We've introduced a new suite of products for small businesses that are really feature-rich and are off to a really good start, started rolling this out just 1 month ago. New products such as Wealth Select, which is an investment product for individual consumers that have between about $50,000 and $0.5 million in assets to invest and it's meeting with good success. We're expanding our 7(a) and small business lending efforts and really pleased to report that we're now the 11th largest SBA 7(a) lender in the nation and have surpassed some of the very largest banks in the country on that measure. We've seen good growth in our capital markets business. And so a lot of good things are happening. If you go to the next slide, Chris, our net income this past year increased 15% to $899 million. Earnings per share increased 21% to $6.01 per share. Our adjusted pre-provision net revenue, which is a measure of our operating income before credit costs, was up 12% to $1.266 billion. Our return on assets was 1%, continued improvement on that measure. Our efficiency ratio was 62.6%, measuring how much it costs us to generate $1 of revenue. And our net charge-offs have been rising. They are 15 basis points or hundreds of percentage points this past year, largely due to a single larger loss. But even at that level, much better than the average around the industry and credit has been a strength for us over the last decade. The next -- this next slide shows our earnings per share growth over the last 5 years. It took a dip back in 2023 because of an FDIC special assessment assessed in conjunction with the Silicon Valley Bank and other bank failures 3 years ago. But you can see that over the last 5 years, our growth places us near the top quartile in earnings growth. And on the right side, you'll see our risk-adjusted return on tangible common equity and it's running at about 15%, which has been competitive. The next slide I'll show you here is -- shows our noninterest-bearing deposits as a percentage of our total deposits. One of the measures of kind of the strength and health of a bank's deposit base is how much it has in the way of noninterest-bearing deposits. And you can see that, at close to 35%, we've consistently been toward best-in-class in the industry. And that leads in turn to a total cost of deposits that is also among the best in the industry, a little better than the top quartile. And the next slide here is showing net loan losses. As noted, this last year, they were a little bit elevated from where they've been over the last 2 or 3 years. I think notably, if you look at the -- on the right-hand side of this chart, the average charge-offs as a percentage of total loans over the last decade, it's been 11 basis points. And within our peer group, similarly sized banks, we're toward the very top of the group in terms of credit quality as measured by realized losses. There's been concern about commercial real estate holdings by banks. And the next slide here shows our really disciplined commercial real estate loan growth over the last decade. You can see that the -- toward the top end of the growth among peers that you've had growth that's about -- that's about 3.5x where they were a decade ago. Ours has risen very, very gradually. We try to keep it rising a little slower than the rest of the balance sheet. As a result, our commercial real estate exposure has gradually come down and it's created a discipline that's resulted in very, very low losses. You should -- go to the next slide there. The -- I think we've flipped over -- anyway, the -- our commercial real estate loan losses have been less than $5 million in a $13 billion portfolio over the over the past 5 years. So it's really an extraordinary performance in a portfolio where there's been some concern in recent years and that's been a nonevent for us. This slide is showing our -- just our capital and allowance for credit losses. Our common equity Tier 1 capital ratio, which is probably the most prominent ratio looked at by regulators is 11.5% and a little better than the peer median. It's been strengthening. And when combined with our strong loss reserve, you can see the charge-offs, actually loan losses relative to capital and our allowance has remained among the best in the pack on the right-hand side there. Next slide. And finally, I just want to express my appreciation to the over 9,000 bankers that -- it's our privilege to work with as a management team here at Zions. They do extraordinary work. They're recognized in virtually every market we're in and nationally by groups such as Coalition Greenwich, by local publications in each of our markets as being really an exceptional bank, best bank. You can see some of these accolades. Our people do great work. They provide a great experience to customers and it's producing great results. With that, I'll open the meeting up to questions. Are there any questions from shareholders that we can address? Okay. If not, we will ask -- I'll ask the Secretary to give the results of voting as contained in the report of the inspectors of election. Ms. Miller?

Thank you, Harris. Each of the nominees for director has received over 95% of votes cast and has been elected a director for a 1-year term. Proposal 2, the resolution to ratify Ernst & Young has been approved by approximately 96% of the votes cast and has passed. Proposal 3, the resolution to approve, on a nonbinding basis, the compensation paid to the bank's executive officers, has received approximately 95% of the votes cast and has been approved. Proposal 4, the shareholder resolution requesting a report on misalignment between company policies and customer base has received approximately 2.2% of the votes cast and has failed.

Okay. Thank you very much. There being no further business, the annual meeting is now concluded and a motion for adjournment is in order.

I move that the meeting be adjourned.

Okay. It's been moved and seconded. The meeting is adjourned. Thank you very much for attending.