Business Context and Reporting Period
This Form 8-K filing by Zions Bancorporation, National Association, dated May 2, 2025, reports the results of the company's Annual Meeting of Shareholders. The filing details the outcomes of four specific matters submitted to a vote by security holders.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document is strictly a report on corporate governance voting results.
Material Changes and Voting Results
The following matters were approved by shareholders:
- Election of Directors: All 11 director nominees were elected for a one-year term. While all were approved, vote counts varied, with "Votes Against" ranging from approximately 555,000 to 3.3 million depending on the nominee.
- Auditor Ratification: Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The vote was overwhelmingly in favor (129,559,952 for vs. 2,104,656 against).
- Executive Compensation (Say-on-Pay): Shareholders approved, on a nonbinding advisory basis, the compensation paid to named executive officers for the fiscal year ended December 31, 2024. The vote was 108,665,076 for, 5,335,834 against, and 557,279 abstentions.
- Compensation Vote Frequency: Shareholders approved, on a nonbinding advisory basis, a frequency of one year for future shareholder votes on executive compensation. The vote was 106,663,216 for one year, 176,275 for two years, and 7,422,796 for three years.
Guidance, Outlook, and Management Commentary
Management confirmed that, in light of the shareholder and Board recommendations, the Bank will continue its practice of including a nonbinding advisory shareholder vote on executive compensation annually. The next frequency vote is scheduled to occur no later than the 2031 Annual Meeting of Shareholders. No financial guidance or risk contingencies were disclosed in this filing.
Important Facts for Investors to Verify
- Verify the specific vote counts for individual directors, as "Votes Against" ranged significantly across the slate.
- Note that the "Say-on-Pay" vote for 2024 compensation received approximately 5.3 million votes against, which may warrant review of the proxy statement for dissenting shareholder concerns.
- Confirm the appointment of Ernst & Young LLP as the auditor for the 2025 fiscal year.
- Understand that the compensation frequency vote was nonbinding, though the Board intends to follow the one-year recommendation until 2031.