Huntington Bancshares Incorporated (HBAN)
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AGM 2019

Apr 18, 2019

Stephen D. Steinour
Chairman, President, and CEO, Huntington Bancshares

Good afternoon, everyone. It's good to see some of you shareholders who I've seen over the years, and some new ones who joined us this afternoon. Thank you very much. This is the 2019 annual meeting of Huntington Bancshares Incorporated. I'm Steve Steinour, Chairman, President, CEO. I'm pleased that all of you are with us today. Thank you for taking the time to be with us, and welcome. I'm going to introduce a few members of our board and our management team. We'll get into this. Please let me start with our lead director, Dave Porteous. Dave, I can see we're doing the stretch not to stand today. Wherever you want. Let's see. Beth Ardisana. Where's Beth? Beth's on the other. Okay. Ann B. Crane. Thank you. Bob Cubbin. Steve Elliott.

I should point out that Steve was recognized last year as one of the 100 best directors in the United States. Congratulations, Steve. Gina France. Turning to my left now, Mike Hochschwender. Mike, thank you. Chris Inglis. Chris, thank you. Chris was just recognized a few weeks ago as being one of the all-time achievers from the United States Air Force Academy. There are less than 50 people recognized for lifetime achievement out of over 50,000 graduates. Chris, we're thrilled to have him here. Thank you. Congratulations. Right. This is Steve in a tux. We do like to have some fun on the board, too. Rick Muse. Rick is being recognized this year as one of the top 100 directors in America. Congratulations, Rick. One of our great and longest-serving directors, Kathy Rentschler. Kathy, thank you.

I'd also like to introduce our new nominee for Director, Alanna Y. Cotton. Ali, thank you very much. I'm going to introduce a few members of our executive leadership team and our regional presidents as well. Carrie Farber, Chief Auditor. Andy Harmening, Consumer and Business Banking. Paul Heller, Chief Technology and Operations Officer. Helga Houston, Chief Risk Officer. Jana Litsey, General Counsel. Howell McCullough , chief financial officer. Dan Neumeyer, Chief Credit Officer. Where did Holly go? Rich Pohle, deputy credit officer. Rich will be succeeding Dan as she retires. Over to Rick Remiker, our Director of Commercial Banking. Rajeev Syal, our chief human resources officer. Sandy Pierce, Head of Client Group and Regional Banking. Mark Thompson, Director of Corporate Operations. Julie Tutkovics, Chief Communications and Marketing Officer. Thank you all very much. This is a group I get to work with every day. Thank you.

Our regional leadership team. These are our top leaders closest to our customers in all of our regions. I want to start with Nick Browning in Akron. John Corbin in the Indiana region. Let's see. Josh and Steve aren't here. Greeny's not here. John Irwin, West Michigan. Thank you, John. Kevin Jones, Southern Ohio, Kentucky. Chad Prater, West Virginia. Sean Richardson, Cleveland. Bill Sivers, Canton, Mahoning Valley. Sharon Speyer , Northwest Ohio. Greg Viener, our new Michigan region, Mid-Michigan. Welcome, Greg. Last, but certainly not least, Sue Zazon from Columbus. Sue, thank you. Sue to my left is Lindsay Squall. Now I'm going to call the meeting to order. I'll serve as Chairman of the meeting.

We'll conduct our annual meeting business first. Then move on to my report. Then to a period of general discussion. Happy to take questions from any of our shareholders. Secretary has advised me that we have a quorum for the conduct of business. Lindsay, will you lead us through the business meeting, please?

Lindsay Squall
Company Representative, Huntington Bancshares

Yes. Thank you, Steve. The printed program you received as you entered the room sets forth today's agenda, the procedures we will follow, and the rules governing conduct at this meeting. Only shareholders as of the record date will be permitted to participate in the business of the meeting and the discussion period. Unless authorized by Huntington, no written material may be distributed during the meeting. This meeting was called by written notice first mailed or made available on March 7th, 2019, to all shareholders of record on February 14th, 2019. At least 955 million shares of common stock are represented in person or by proxy, which is 92% of the shares entitled to vote as of the record date. That being more than a majority, a quorum is present.

As described in the notice, the purpose of the meeting is to consider and vote on the following matters: the election of directors, ratification of the appointment of PricewaterhouseCoopers as the independent registered public accounting firm for 2019, a resolution to approve, on an advisory, non-binding basis, the compensation of executives as disclosed in the proxy statement. The polls for each matter voted on at this meeting will remain open until all matters have been presented. We'll now conduct the formal business of the meeting. In order to conduct an orderly meeting and to give all eligible shareholders an opportunity to participate in all of the procedures of the program. During the conduct of formal business, questions and comments from the floor should pertain only to proposals under consideration. Anyone wishing to speak or ask a question about a proposal should move to the nearest microphone.

Please provide your name, address, and number of shares you own or represent or volunteer before asking your question. After being recognized, please introduce yourself. The chairman has appointed David Dietrich and Michael Lang with Computershare Investor Services, Huntington's transfer agent, to serve as inspectors of the election. The proposals stated in the notice of the meeting are the only proposals to be acted on at this meeting. If you have returned a proxy card to us or voted electronically over the internet or by telephone, your vote has already been recorded. If you're a holder of record as of February 14th, 2019, and did not return a proxy or vote electronically, or if you wish to change your vote, please raise your hand now and you will be furnished a ballot.

In addition to signing your name, please enter today's date, April 18, 2019, print your name legibly, and indicate the number of common shares you hold as of the record date. I'll now present the proposals. As for proposal number one, the board of directors proposed the election of 13 directors. The nominees for directors, if elected, will serve a one-year term expiring at the 2020 annual meeting of shareholders. The nominees are all the directors currently serving with the addition of Alli Klein. Election of each nominee requires the affirmative vote of a majority of all votes cast. Proposal number 2 is the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2019. The board of directors has submitted the appointment of PricewaterhouseCoopers to the shareholders for ratification. The affirmative vote of a majority of all votes cast is required for the ratification of the appointment.

Representatives of PricewaterhouseCoopers are present at this meeting to respond to your questions. I ask them to stand as I introduce them. Mike Felix. Brian Rudnick. Thank you. Proposal number 3 is a resolution to approve Huntington's executive compensation as disclosed in the proxy statement. This resolution is advisory only. The affirmative vote of a majority of the votes cast is required for approval of this advisory proposal. All of these proposals are discussed in detail in the proxy statement. The board of directors recommends that you vote for the nominees proposed by the board and for proposals 2 and 3. Are there any questions related solely to the proposals? Please raise your hand to submit a completed ballot or proxy card. The polls will close following the collection of the ballots and the proxy cards.

I ask that Ken Helmer, Richie Moore, and Richard Cheap , duly appointed proxies, vote any additional shares which have not been previously voted. The inspector has presented a preliminary report. The inspector has determined that each of the nominees to serve as directors and each of proposals 2 and 3 received a favorable vote of more than 95% of the votes cast at this meeting. Any votes collected before the polls close will be reflected in the final tabulation. The final vote will be verified, recorded in the meeting minutes, and filed with the SEC in a report on Form DEF 14A.

Stephen D. Steinour
Chairman, President, and CEO, Huntington Bancshares

Thank you, Lindsay. Based on the preliminary report of the inspector, I declare that the board nominees are elected to the board of directors. The appointment of PricewaterhouseCoopers is ratified. Thank you, Mike and Brian. The resolution to approve the executive compensation as disclosed in the proxy statement is approved. This concludes the formal meeting. I'd like to offer some comments, and then we'll proceed to your questions. I'm going to make some forward-looking statements. This is a required disclosure that we make whenever we release anything that's forward-looking. I'm going to move beyond that now. Discussion topics for the day. We had a good year in 2018. We continued to make strides towards becoming a best-in-class regional bank. We're working diligently every day. A lot of my colleagues around the room, in fact, are hard at it every day, I should say.

We're looking to strive to sustain long-term, top-quartile financial performance for you, our shareholders. Today, I'd like to touch on a few topics that describe the successes in 2018 and why I'm optimistic about 2019 and beyond. I'll begin by reviewing 2018's results, including record net income for the fourth year in a row, as well as the achievement of all five of our long-term financial goals on a GAAP basis two years earlier than expected. We accomplished these results through our consistent, disciplined execution. This focus every day. There are many regional banks who compete, but we believe that our execution has and will continue to distinguish Huntington from our peers. Next, I'll provide a brief update on our strategies and why I believe they will allow us to be successful as a bank and to create shareholder value as we go forward.

Finally, I'll cover some of our objectives for 2019. I'll close with a general Q&A, question and answer session. I always look forward to your questions and your insights. The management team and some of our directors will remain afterwards to be available to you. Let's begin. I'm going to turn to slide three for those following on the phone. 2018 was highlighted by the achievement for the first time of all five of the long-term financial goals implemented with the 2014 strategic plan. These goals were originally set by our board with the expectation of beating them by 2020. Through our focused execution, along with the dedication and hard work from our colleagues, we were able to accomplish these goals two years ahead of schedule. We recorded record net income for the fourth consecutive year.

Our strong and consistent financial performance allowed us to increase our cash dividend for the eighth consecutive year, and we understand how important the dividend is to our shareholders. The current quarterly dividend of $0.14 per quarter represents a 27% increase over the prior quarterly dividend rate. These dividends, coupled with more than $900 million of share repurchases, allowed us to return nearly $1.5 billion of capital back to our shareholders in 2018. We also strengthened the balance sheet. We strengthened our deposit base with average core deposit growth of 5%, and grew our diversified loan portfolio with an average loan growth of 6%. Turning to slide four, the accelerated achievement of our strategic plan allowed us to embark on a new strategic plan in 2018, which I'll discuss in more detail shortly. Continued investment is critical to the future success of any company.

As we've stated many times, Huntington is focused on creating long-term shareholder value. We're always looking at how we can best position ourselves for the future and have made investments in our colleagues and in our businesses that will allow us to drive revenue growth, deliver superior customer experiences, and maintain our risk management disciplines, including adhering to our aggregate moderate to low risk appetite. On slide five, we highlight the continued core growth at Huntington. Our balance sheet is now $109 billion, making Huntington the 34th largest bank holding company in the U.S. Our deposit base is nearly $85 billion, which represents the 25th largest in the U.S. In 2018, we also reported annual revenue in excess of $4.5 billion, the highest in the company's history. Turning to slide six, you can see positive momentum in our net income and earnings per share growth.

We posted net income of nearly $1.4 billion in 2018, which represented a 17% increase over 2017. This is the sixth time in the last seven years that we've achieved record net income. Earnings per share were $1.20, which was a 20% annual increase. This is once again the highest earnings per share we've reported post-crisis since 2008. On slide seven, it details our 2018 performance against our previous long-term financial goals. As I mentioned earlier, these goals were introduced in 2014 with the expectation of achieving them in 2020. You can see that we successfully delivered on all five of these goals on a full year GAAP basis in 2018. Initiatives set forth in the 2014 strategic plan drove the efficiency ratio down to 57%, a more than 700-basis point improvement from 64% during 2015, the first full year under the plan.

This is a result of our commitment to annual positive operating leverage and the scale we've built in our businesses. We're especially pleased with our 18% return on tangible common equity, which we believe distinguishes us from our peers as a top-performing regional bank. Turning to slide eight, adherence to our aggregate moderate to low risk appetite can be seen in our 2018 CCAR results. CCAR is the annual stress test by the Federal Reserve that dictates the ability to pay dividends, the level of these dividends, and the uses of capital, such as share repurchases. Our 2018 CCAR capital plan received no objection from the Federal Reserve. That's like an approval. That's the best you can get in regulatory speak. The plan included a 27% increase of the quarterly dividend to the current $0.14 per share, and the repurchase of $31.1 billion of common stock.

Due to recent regulatory relief to the CCAR process, we're only now required to submit the CCAR results biannually. However, we still continue performing the internal stress tests because we believe it's a good risk management practice and has made us a better bank. Although we weren't required to submit the stress test results, we recently submitted our 2019 capital plan. I'm rather limited in what I can say at this point, but we believe we're well positioned from both an earnings, a credit, and a capital perspective to continue returning capital back to our shareholders at an attractive rate. While it's uncertain how the regulatory environment will continue to evolve, we have stated that we intend to target a total payout ratio of 70%-80%, with earnings including a 40%-45% dividend payout over time.

We feel that this amount of capital returned to our shareholders while investing the remaining portion into our businesses to drive organic growth provides a compelling long-term value proposition. Turning to slide nine, it highlights our stock performance last year and since 2010. As I stated in the annual letter, our share performance was one area we were disappointed in 2018. Although we outperformed the peer group to the end by 5% on total shareholder return, which assumes the reinvestment of dividends, there was a sharp equity market sell-off at the end of the year that impacted all the banks, including Huntington. In the chart on the right, you can see the cumulative shareholder return since January 1st, 2010, which aligns with the implementation of our strategy originally in 2009. Since that time, Huntington has delivered total shareholder returns of 81% compared to 174% for our peers.

This is outperformance proof that our strategic plans are working and that our execution has been strong. While the executive leadership team and the board are fully aware of short-term performance, we're appropriately focused on long-term performance. I'm turning now to slide 10. We don't focus on just one quarter or even one year. It's crucial that our decision-making focuses on through-the-cycle performance and importantly, adherence to our aggregate product's low risk appetite. We've taken measures to ensure that management interests are aligned with those of our long-term shareholders. We uphold the retirement callback provisions in all the plans with all of our equity awards, and we implemented these changes years ago. As a result, the board, management, and Huntington colleagues collectively are the seventh largest shareholder. We're all long-term shareholders, and we're managing Huntington to position ourselves for long-term success. Turning to slide 11.

We've started articulating the purpose-driven nature of our business of Huntington today. Our purpose, simply stated, is to make people's lives better, help businesses thrive, and strengthen the communities we serve. Our purpose is reflected in the behaviors and interactions you and our customers experience with our colleagues every day. That's our intent, and that's our aspiration. Our purpose is becoming ingrained in our culture, our brand, and our value creation model. Our purpose and our values were instrumental in the development of our new strategic plan. We believe that purpose drives performance. Turning to slide 12. The accelerated achievement of our goals set forth in the 2014 strategic plan allowed us to begin a new journey. In 2018, we completed a new three-year strategic plan. Our Path Two strategic plan significantly advanced the company's financial performance and competitive positioning.

We're fortunate to be in a position to build on the strong foundation of these previous years. The disciplined execution of these plans positioned us as an industry leader in customer experience, as best demonstrated with numerous service awards Huntington has received over many years in consumer, small business, auto dealer, and middle-market banking. Turning to slide 13. The primary theme of our 2018 strategic plan is continuing to differentiate Huntington based on superior customer experience. With the strategic plan, we're going to continue to extend our customer experience advantage over others in the industry throughout our organization, with the goal of improving both customer acquisition, reducing customer attrition, and deepening the relationships with all of our customers. We're continuing to make significant investments in our colleagues and technology, especially digital technology. Our investments will lead to better efficiencies created by increased digitization and improved execution.

On slide 14, these are the key pillars of our strategic execution. Our culture is rooted in our purpose to help others. We have a long legacy of strong customer service. Our Category 1 pillar is designed to build on the strong legacy and aspirations and aspires to further differentiate Huntington from other banks. Delivering exceptional customer experience requires highly engaged, value-driven, passionate colleagues who want to exceed expectations, not merely meet them every day. We've built a distinct brand, and we'll continue to invest and build our brand reputation of treating customers fairly and looking out for them. Our customer satisfaction metrics are industry leading and have been for many years. We're working to drive further improvement. We remain focused on deepening relationships through our optimal customer relationship strategy as there's still a significant opportunity, big opportunity within our customer base.

The rollout of optimal customer relationship strategy drove our ability to expand customer relationships. The strategy brings the full capabilities of the bank to our customers to meet specific needs. The strategy drives and has driven market share gains as well as share of wallet improvement. Finally, we look to build on the local advantage by leveraging our talented regional presidents, their local presence, and deep ties they have to the communities they serve. We're organized to deliver locally and deeply committed to our communities. On slide 15, it shows our new long-term financial goals, which we announced last year. We continue to target 4%-6% annual revenue growth and positive operating leverage. We're maintaining revenue growth above expense growth. We lowered the efficiency ratio range from 53%-56%, bringing down both ends of the previous range by three percentage points.

That means more of every dollar of revenue translates into income. The average through-the-cycle net charge-offs target range remains at 35 to 55 basis points. Finally, we increased the return on tangible common equity to a target range of 17%-20%, an improvement of three points from the top end of the prior range. In May, Huntington will publish online its third annual Environmental, Social, and Governance report or ESG report. Some of you might know this as corporate social responsibility. This document details many of the powerful things Huntington's doing every day in each of these categories, and we're committed to doing the right thing for all of our stakeholders. It's deeply ingrained in our culture. If you're interested in learning more about our commitment to ESG and our achievements in each of these areas, please check our website next month.

This is going to be an online document only, but if you do not have access to the internet, our investor relations area can print and will mail you a copy. Part of ESG is making sure we're not producing paper. As you can see, our upcoming ESG report is titled "Purpose Drives Performance." Hopefully you're beginning to see a theme here. Purpose is at the heart of everything we do, and we live our values every day. Creating shareholder value and delivering strong returns is our primary focus for 2019, as it is for every year. We remain committed to discipline, strategically focused execution of our long-term plan while investing in our colleagues and our businesses. We're focused on driving organic growth across each of our businesses.

While equity in six markets has recently experienced a higher level of volatility, the local economies across our footprint remain strong, and businesses continue to perform very well. Consumers remain upbeat, with strong labor markets driving wage inflation. Nonetheless, we believe that we're in late innings of the economic cycle, so we're being disciplined with loan pricing and structure, making sure we're earning appropriate returns on our capital. We continue to invest in businesses, particularly technology, risk management, and customer experience. Our 2018 strategic plan includes initiatives that we believe will continue to drive industry-leading customer satisfaction, resulting in further relationship growth and customer acquisition. As is Huntington's way, we continue to raise the bar for ourselves with the new long-term financial goals. Dedicated to executing the new plan, as we have with the prior strategic plan, and ultimately reaching our new long-term goals.

Before we open the floor to your questions, one more slide. On behalf of all of our directors, our colleagues, and shareholders, I'd like to welcome Ally Klein as she joins our board of directors for her first meeting. I'm not sure where we got the glamour shot, Ally, but it's great. Ally previously held the position of chief marketing and communications officer for Oath Inc. of Verizon Communications from 2017 to 2018, as well as at AOL Platforms from 2013 to 2017. We welcome Ally's extensive, and I mean extensive, experience in chief consumer and business-to-business marketing and branding. We look forward to working with Ally in the coming years to further enhance Huntington's brand. Thank you very much. We now have some time for shareholders to ask questions. For to be heard, Lindsay, will you review the procedures for the Q&A, please?

Lindsay Squall
Company Representative, Huntington Bancshares

Yes, Steve. We always welcome the views, comments, and questions of our shareholders. To ensure that the session is meaningful and constructive, we ask that questions and remarks be limited to those of concern or interest to all shareholders. Matters which are of a personal or individual nature, generally, may be raised with the appropriate members of management during the period following this session or at any time by contacting investor relations. Any shareholder who wishes to speak should step to the aisle, and a volunteer will provide you with a microphone. Please provide your name, address, and the number of shares you own or represent by proxy to the volunteer. Please wait to be recognized before speaking and state your name prior to asking your question. To be fair to all shareholders, you're limited to three minutes. If time permits, you may be recognized a second time.

Stephen D. Steinour
Chairman, President, and CEO, Huntington Bancshares

Questions? I don't know. A group like this is a little bit intimidating, but we'll be here later as well. Please. Sure. Mark Fry. I'm from Akron, Ohio. I have all of 300 shares and increasing that each dividend time. Thank you. Thank you very much. Thank you very much. I just want to say, I noticed that we've created in May a new minimum wage of $16 an hour and reducing some benefits that cost to our employees. I think that's an excellent move, and I want to encourage everyone to continue to do that. Taking care of our employees is really important. Good, solid jobs in this area is really needed. Just a question, any other opportunities to enlarge the Huntington family? Mergers, ideas, acquisitions? I think we divested Wisconsin. Thank you for pointing out the importance of taking care of our colleagues.

It's something we've been focused on for a number of years. It's translating into even better and better customer experiences and service and support. Thank you for recognizing that. It's a signature of Mac. We have a lot of opportunity in front of us to grow the company organically. Just getting better at what we do, acquiring more primary relationships. We've got a very broad product menu offering more of our products and capabilities to our customers. That's our orientation. As Mac and I share on different investor calls, including what we'll be releasing next week, there's a sensitivity to just bank stocks have run up. It's, we think, late in the economic cycle. We think the prudent thing to do is to stay focused on organic growth versus other opportunities. Sorry to disappoint.

We haven't yet closed the sale of Wisconsin, just to touch on that for a moment. We have wonderful colleagues from Wisconsin as well. We have a very small presence, and we're spread across a very big state. We don't have a center of gravity. Strategically, as we looked at it last year, we thought it was best for our shareholders to take that action. Any other questions? Seeing none. I don't hear. We'll conclude the few question and answer period. Management will be here. We'll be pleased to speak to all of our shareholders after the meeting. I want to thank you for attending. Mark, thanks for driving from Akron. Grateful for your support during this past year. I look forward to seeing you again here next year. There are refreshments in the room. I hope you'll enjoy those.

I now declare the meeting closed.