0001193125-13-155101.txt : 20130415 0001193125-13-155101.hdr.sgml : 20130415 20130415164854 ACCESSION NUMBER: 0001193125-13-155101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130412 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130415 DATE AS OF CHANGE: 20130415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK HOLDING CO CENTRAL INDEX KEY: 0000750577 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640693170 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13089 FILM NUMBER: 13761748 BUSINESS ADDRESS: STREET 1: ONE HANCOCK PLZ STREET 2: P.O. BOX 4019 CITY: GULFPORT STATE: MS ZIP: 39501 BUSINESS PHONE: 6018684605 MAIL ADDRESS: STREET 1: ONE HANCOCK PLZ STREET 2: P O BOX 4019 CITY: GULFPORT STATE: MS ZIP: 39501 8-K 1 d521898d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 12, 2013

 

 

HANCOCK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Mississippi

(State or other jurisdiction

of incorporation)

  

0-13089

(Commission

File Number)

  

64-0693170

(I.R.S. Employer

Identification No.)

 

One Hancock Plaza

2510 14th Street
Gulfport, Mississippi

(Address of principal executive offices)

  

39501

(Zip Code)

(228) 868-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

Hancock Holding Company (the “Company”) held its 2013 annual meeting of shareholders (the “Annual Meeting”) on April 12, 2013 in Gulfport, Mississippi. As of February 28, 2013, the record date for the meeting, the Company had 86,595,114 shares of common stock outstanding and entitled to vote. Of that number, 76,753,847 shares were represented in person or by proxy at the Annual Meeting. The Company’s shareholders voted on the following three proposals at the Annual Meeting, casting their votes as described below.

Proposal 1: Election of Directors

Each of the individuals listed below was elected at the Annual Meeting to serve a three-year term on the Company’s Board of Directors expiring in 2016, as indicated below.

 

Nominees for a

Three-Year Term

    Votes For      Votes Withheld      Broker Non-votes  

James B. Estabrook, Jr.

      66,930,158         858,914         8,964,775   

Hardy B. Fowler

      67,076,353         712,719         8,964,775   

Randall W. Hanna

      67,048,493         740,578         8,964,775   

Eric J. Nickelsen

      67,139,087         649,984         8,964,775   

Robert W. Roseberry

      66,963,893         825,178         8,964,776   

Anthony J. Topazi

      65,769,611         2,019,461         8,964,775   

Proposal 2: Advisory Vote on Compensation of Named Executive Officers

Proposal 2 was an advisory vote on compensation of named executive officers as disclosed in the proxy materials for the Annual Meeting. This advisory vote was approved.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

64,665,661

   2,761,981   361,420   8,964,784

Proposal 3: Ratification of the Appointment of Auditors

Proposal 3 was a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the books of the Company and its subsidiaries for 2013. This proposal was approved.

 

Votes For

  

Votes Against

  

Abstentions

76,533,522

   66,625   153,698

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  HANCOCK HOLDING COMPANY
April 15, 2013   /s/ Michael M. Achary
  Michael M. Achary
  Chief Financial Officer