Huntington Bancshares Incorporated (HBAN)
NASDAQ: HBAN · Real-Time Price · USD
15.19
-0.11 (-0.72%)
Sep 29, 2026, 12:51 PM EDT - Market open
← View all transcripts

AGM 2018

Apr 19, 2018

Steve Steinour
Chairman, President, and CEO, Huntington Bancshares

Welcome to the 2018 Annual Meeting of Shareholders of Huntington Bancshares Incorporated. I'm Steve Steinour, Chairman, President, CEO. I'm pleased that all of you are with us today. I'd first like to introduce members of our great board of directors. I'll ask each of the directors to stand as I call his or her name. Starting to my right, Dave Porteous. Mike Hochschwender. Let's see. I think you guys mixed the names up on me a little bit. Gina France. Thank you. Mike has a bit of an ankle issue. Mike Endres. Thank you. Steve Elliott. Bob Cubbin. Tanny Crane. Beth Ardisana. We are missing a director. We have a few more to introduce, but we're missing Pete Kight, who had a family emergency. Now I'm going to turn to my left. Chris Inglis. John Levy. Eddie Munson. Rick Neu. Kathy Ransier.

This is a great board of directors. I'm so privileged to be able to serve with them. I want to start by especially acknowledging Mike Endres, John Levy, and Eddie Munson, each of whom will be stepping down from the board. We're enormously grateful for your commitment and the service that each of you provided to us for many years. Thank you very much. Could I ask my colleagues to join in a round of applause? Now, seated in the section to my left are the Huntington's executive leadership team. Harry Farver, Andy Harmening. Harry's our internal audit. Andy is Consumer and Business Banking Director. Paul Heller, Chief Technology and Operations Officer. Helga Houston, our Chief Risk Officer. Mac McCullough, our Chief Financial Officer. Dan Neumeyer, our Chief Credit Officer. Sandy Pierce, executive with private banking, our Regional Banking Director. Rick Remiker, Director of Commercial Banking.

Raj Syal, our Chief Human Resources Officer. Mark Thompson, Director of Corporate Operations. Julie Tutkovics, Chief Communications and Marketing Director. Seated to my left is Jana Litsey, our General Counsel and Secretary. This group and the next group I'm going to introduce to you are the ones that do all the work here, leading our colleagues every day. This next group is our regional presidents. We have a great group of regional presidents. I'm going to start with Nick Browning from Akron. John Corbin from Indiana. Pete Gillespie from Chicago, with responsibility for Wisconsin as well. John Irwin, West Michigan. Kevin Jones, Southern Ohio and Northern Kentucky. Chad Prather, West Virginia. Sean Richardson, Cleveland. Suzy Shipley, Pittsburgh and the Ohio Valley. Bill Shivers, Canton and Mahoning Valley. Sharon Speyer, Northwest Ohio. Finally, Sue Zazon here in central Ohio.

With those introductions, I'm now going to call- David will constantly correct me, and he has to be on his toes. That round of applause was warmly deserved. I'm now 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 the extent time permits and you have questions, we'll have a general discussion and questions. The secretary has advised me that we have a quorum for the conduct of business. Jana, will you lead us through the business of the meeting, please?

Jana Litsey
General Counsel and Secretary, Huntington Bancshares

Yes. Thank you, Steve. Can you hear me?

Steve Steinour
Chairman, President, and CEO, Huntington Bancshares

Yep.

Jana Litsey
General Counsel and Secretary, Huntington Bancshares

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 8, 2018, to all shareholders of record as of February 14, 2018. At least 955 million shares of common stock are represented in person or by proxy today, which is over 89% of shares entitled to vote as of the record date. That being more than a majority, clearly a quorum is present.

As described in the notice, the purpose of the meeting is to consider and vote upon the following matters: the election of 12 directors, the approval of the 2018 long-term incentive plan, the approval of the supplemental stock purchase and tax savings plan, the ratification of the appointment of PricewaterhouseCoopers as the independent registered public accounting firm for 2018, and a resolution to approve on an advisory basis and on a non-binding basis the compensation of executives as disclosed in our proxy statement. The polls for each of these matters voted on at the meeting will be 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 shareholders an opportunity to participate, we'll follow the procedures set forth in the program you received when you came in.

During the conduct of formal business, questions and comments from the floor should pertain only to the proposals then under consideration, please. Anyone wishing to speak or ask a question about a proposal should move to the nearest microphone or a microphone will be brought to you. Please note your name, your address, the number of shares you own or represent to our volunteers before asking a question. After being recognized, please go on and introduce yourself. The chairman has appointed David Dietrich with Computershare Investor Services, Huntington's transfer agent, to serve as the inspector of the election. The proposals stated in the notice of the meeting are the only proposals to be acted upon at the meeting today. 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 are a holder of record as of February 14th of this year 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 with a ballot. In addition to signing your name, please enter today's date, April 19th, print your name legibly, and indicate the number of common shares owned by you as of the record date. I'll now present the proposals. Proposal number one, the board of directors propose the election of 12 directors. The nominees for directors, if elected, will serve a one-year term expiring at the 2019 annual meeting of shareholders. The nominees are all of the directors currently serving, with the exception of Mike Endres, John Levy, and Eddie Munson. Election of each nominee requires the affirmative vote of a majority of all votes cast.

Proposal number two is the approval of the 2018 long-term incentive plan. The board of directors believes that its equity-based incentive compensation programs are a critical component of our pay-for-performance philosophy and have made a significant contribution to Huntington's success in attracting and retaining key employees and directors. The affirmative vote of a majority of the votes cast is required for approval of the 2018 long-term incentive plan. Proposal number three is the approval of the supplemental stock purchase and top 10 tax savings plan. The board of directors believes that ownership of company stock by our senior management is critical and that the supplemental plan provides an effective vehicle for our key employees to increase their holdings in the firm. The affirmative vote, again, of a majority of the votes cast is required for approval of the supplemental stock purchase and tax savings plan.

Proposal number four is the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2018. The board of directors has submitted the appointment of PricewaterhouseCoopers to the shareholders for ratification today. The affirmative vote of a majority of the votes cast, again, is required for ratification of the appointment. Representatives of PricewaterhouseCoopers are present at this meeting to respond to any questions you may have during the questioning period. I ask them to stand as I introduce them. Mike Selig. Great. Thank you, Mike. Brian Rudzik or Rudzik. Thank you, Brian. Proposal number five is the resolution to approve Huntington's executive compensation as disclosed in the proxy statement. The 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 at length and in detail in the proxy statement.

The board of directors recommends that you vote for the nominees proposed by the board and for proposals two through five. Are there any questions related solely to the proposals? Having heard none, please raise your hand if you'd like to submit a completed ballot or proxy card. Okay. The polls will close following the collection of the ballots and proxy cards, if there are any this afternoon. I ask that Ken Belaire, Tom Eck, and Libby Moore, duly appointed proxies, vote any additional shares which has not previously been voted. The inspector has presented a preliminary report, and the inspector has determined that each of the nominees to serve as directors and each of proposals two through five have received the favorable vote of more than 96% of the votes cast at the meeting. Any votes collected before the polls close will be reflected in the final tabulation.

The final vote will be verified and recorded in the minutes and filed with the SEC in a report on Form 8-K. Thank you.

Steve Steinour
Chairman, President, and CEO, Huntington Bancshares

Thank you, Jana. Based on the preliminary report of the inspector, I declare that the board's nominees are elected to the board of directors. 2018 long-term incentive plan is approved. The supplemental stock purchase and tax savings plan is approved. The appointment of PricewaterhouseCoopers is ratified, and the resolution to approve the executive compensation as disclosed in the proxy statement is approved. This concludes the formal portion of the meeting. Now I'd like to offer some comments, and then we'll proceed to questions or comments. I'm going to make some forward-looking statements today in my presentation. I ask that you review this safe harbor statement that's on the screen in front of you for those in the room. Proceeding. Today's topics. We had another strong year in 2017. We continue to make strides towards becoming a best-in-class regional bank.

We're working diligently every day to achieve that goal and to create long-term shareholder value. Today, I'd like to touch on a few topics that describe our successes in 2017 and why I'm so optimistic about 2018 and beyond. I'll begin by reviewing 2017 results, including record net income for the third year in a row, and we achieved these results through our consistent, disciplined execution. This also reflects the passion our colleagues have for our customers and our communities. I can't overemphasize the passion and commitment of our colleagues. There are many regional banks you can invest in, 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 strategy, so I believe they'll allow us to be as successful as a bank and to create shareholder value.

Finally, I'll cover some of our 2018 objectives. We'll close with a general question and answer or comment session, and I look forward to your questions and insights. Let's begin. Turning to slide three for those on the phone. 2017, as I said, marked the third consecutive year of record net income for Huntington. Last year also yielded some exciting results relative to our long-term financial goals. In 2014, your board approved these goals as we completed a strategic planning initiative to be achieved over a five-year period. After adjusting for one-time acquisition, integrated related expenses, and the one-time benefit of federal tax return, we achieved all five of these goals for the full year on a non-GAAP basis. In the fourth quarter of 2017, we also achieved all five of these long-term goals for the first time on a GAAP basis.

In other words, on a reported basis without any adjustments. We know that dividends are important to our shareholders, and these strong results allowed us to increase our dividend for the sixth consecutive year. In the fourth quarter, we increased the quarterly dividend 38% to $0.11 a share. Continuing on slide four. Last year, I spoke about the successes with the integration of FirstMerit into Huntington. It's now been over a year since the final systems conversion, and we are a much stronger company with great new colleagues who joined us from FirstMerit. We have new markets and expanded products and services, and we've fully achieved the originally announced cost savings and have begun executing on the revenue enhancement initiatives. In the fourth quarter, we delivered our expense target of $639 million, confirming that all cost saves have successfully been implemented. We strengthened the balance sheet.

We rebuilt capital that we efficiently deployed for the FirstMerit acquisition. We also strengthened our deposit base and diversified our loan portfolio. We've improved scale to support and drive additional growth in the future. Continued investment is critical to the future success of any company, and as we've stated many times, Huntington's 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. Slide five highlights the core growth in Huntington, aided by the first full year of the FirstMerit integration. Our balance sheet now exceeds $104 billion, making Huntington the 37th largest bank holding company in the U.S.

Our deposit base now exceeds $78 billion, which represents the 29th largest bank in the United States. In 2017, we also reported annual revenues in excess of $4 billion for the first time in our history. On slide six, you can see the trend in our net income and earnings per share. We posted a net income just shy of $1.2 billion in 2017, which represented a 67% increase over 2016. This is the fifth time in the last six years that we've achieved record net income. Earnings per share were $1, which was a 43% annual increase, and this is the highest earnings per share we've reported since the crisis of 2008 and 2009. Both of these metrics were impacted by two largely offsetting items, one-time items, the expenses associated with the integration of FirstMerit and the one-time gain from the federal tax reform.

Slide seven details our 2017 performance against our five long-term financial goals. As I mentioned earlier, these goals were introduced in 2014 with the expectation of achieving them in 2020. As a result of federal tax reform, we've updated one of the goals, increasing our goal for return on tangible common equity, the ROTCE referenced on that slide, from 15% to 17%. It was originally, pre that tax change, 13%-15%. You can see that we successfully delivered on four of these goals on a full year GAAP basis. We fell a little short on the efficiency ratio, which was negatively impacted by the cost of the FirstMerit integration. All five of these metrics were achieved on a quarterly basis in the first fourth quarter of 2017, and we remain very confident that we'll achieve these goals on a full-year basis in 2018, two years ahead of expectations.

Turning to slide eight. Being a good steward of your capital is paramount to the success of Huntington and to delivering superior shareholder returns. Risk management is an important focus as we manage the company for long-term, relatively consistent performance. Going back to 2009, we've changed the way we think about credit and about risk. We've de-risked the balance sheet, and we've changed the way we manage risk throughout the bank. Risk management's now an integral part of the Huntington culture. This focus can be seen in our 2017 CCAR results. CCAR is the capital planning actions that the Federal Reserve requires us to take every year. It's the annual stress test that dictates our ability ultimately to pay dividends and the level of these dividends and other uses of capital, such as share repurchases.

Our 2017 CCAR capital plan received no objection from the Federal Reserve and included the 38% increase of the quarterly dividend to the current $0.11 per share and the repurchase of $308 million of common stock, which we completed during the first quarter. We just submitted our 2018 CCAR plan to the Fed earlier this month, so I'm rather limited in what I can say at this point. While this year's stress test was more challenging than in prior years, we believe we were in a better position from both our earnings and capital perspective going in, so we're optimistic regarding the outcome. We look forward to sharing those results with you in June when they're released by the Federal Reserve. Slide nine details some of the promises made when we announced the acquisition of FirstMerit, promises made and promises kept, I should say.

We outlined the targets that we believed were attainable and would take our company to the next level after a successful integration. Included in these targets were 40% cost savings, a greater than 300 basis point improvement to return on tangible common equity, and a greater than 400 basis point improvement to our efficiency ratio. The efficiency ratio is the difference between our revenue and expense, the lower that ratio is, the better the performance. Each of these targets was surpassed last year, delivering the financial benefits of the acquisition. We're now executing on the revenue enhancement opportunities that were not originally part of the deal economics and which provide future upside. Slide 10 illustrates Huntington's approach to long-term shareholder value creation. We're committed to doing the right thing for our key constituencies, our colleagues, our customers, our communities, and most importantly, you, our shareholders.

Over the years, we've established this purpose-driven culture that the purpose is to make lives better, to help businesses thrive, and strengthen the communities we serve. Our success as a company is deeply connected with our colleagues as well as the people and the communities we serve. We believe we're a large community bank, we believe that by delivering on this purpose, we'll create more long-term shareholder value. Turning to slide 11. Huntington's core strategy has been in place since 2009. While we continue to adjust, as you'd expect, the core strategy has not changed. We must grow market share and share of wallet in the businesses that we do. We have three core businesses where we believe we have built sustainable competitive advantage. We are continuing to grow a profitable and customer-centric consumer bank.

We are building our reputation and competencies with small businesses and middle-market companies and other companies as well. We have one of the best auto finance companies in the industry. We've built a strong foundation of capabilities, products, and brand positioning within these businesses. We can and will get better execution as we continue to extend these advantages. Our focus is on execution every day and constantly improving. Turning to slide 12. I'm excited, very excited to announce earlier this month, we launched a new brand campaign, and a sample of this is illustrated on slide 12. The campaign's very different from anything we've done in the past because we're not promoting products or services or accounts. Instead, we're promoting this idea and in a dramatic way. It's a simple idea, but we think a very powerful one. Looking out for people.

It's the core of that purpose of the company. It's the essence of the brand. It's what our colleagues should be doing every day with every one of our customers. Looking out for people is not new, and our colleagues are the ones that live this value every day and create what we hope is a welcoming culture, welcoming to all. Given the success of our previous strategic plans, we recently began a new three-year strategic planning process. As shown on slide 13, our past two strategic plans significantly advanced the company's financial performance and competitive positioning. To continue this momentum, our initial areas of focus for the 2018 strategic planning process are top-line revenue growth, capital optimization, and business model evolution and disruption.

The banking industry is rapidly evolving, largely driven by the depth and breadth of technological advances that frankly can be breathtaking and game-changing in nature. Our new strategic plan will provide a roadmap for how we'll approach these opportunities and challenges in the days ahead. Another important outcome of the strategic planning will be new long-term financial goals for the company. We'll complete the strategic plan later this year, subject to the board's approval, and expect to be in a position to communicate the plan and those new financial goals thereafter. Later this quarter, Huntington will publish its second annual environmental, social, and governance report. The acronym is ESG. Some of you might know this as corporate social responsibility, but the document details many of the powerful things Huntington's doing every day in each of these categories.

We're committed to doing the right thing for all of our stakeholders. If you're interested in reading about our commitment to ESG, you can check our website next month. I should note that since the E is environment, the document's going to be online only. If you don't have access to internet, investor relations can print and mail you a copy. Next, I want to take a moment to talk about the success in aligning management and shareholder interests. Decision-making that focuses on long-term returns with adherence to this aggregate moderate to low-risk appetite is the key to driving long-term and strong returns. We've taken steps to ensure management incentives are aligned with the strategy, as highlighted here on slide 15. We have hold-to-retirement and callback provisions, callback provisions on all the plans, and we remain industry leading in many respects.

Happy to say we implemented most of these changes in 2010. As a result, the board and management and the Huntington colleagues as a whole are collectively today the seventh largest shareholder, representing about 27 million shares. We're all long-term shareholders. We're managing Huntington for the long term. Slide 16 highlights our stock performance since 2010. In 2017, we delivered total shareholder returns, which is a combination of stock price appreciation and dividends of 13%. As you can see that chart on the left, we slightly underperformed our peers last year. As I've stated before and many times, we're long-term shareholders. We don't limit our focus to a quarter or a year. We look at it over periods of years. The chart on the right, you can see the cumulative shareholder returns since January 1st, 2010.

We use that because the cycle turned in 2009. The economy technically came out of a recession in the 2nd quarter of 2009. Since that time, Huntington has delivered total shareholder returns of 373% compared to 243% for our peers. The outperformance is an indicator that our strategic plan is working. The execution has been solid. Slide 17, I want to close on this with some brief remarks on our objectives for 2018 and going forward. We want to create shareholder value. We want to deliver strong returns. That's a primary area of focus. We remain committed to the disciplined and strategically focused execution of our long-term plan. We expect to deliver all five of our long-term financial goals this year on a GAAP basis. We're focused on driving organic growth across all of our businesses.

The local economies across our footprint remain strong. Small and medium-sized businesses continue to thrive. Consumers are also doing very well. The consumer sentiment is strong. We're being disciplined with loan pricing and structure, making sure we're earning adequate returns for the risks we're taking. We continue to invest in the businesses, particularly in technology and in risk management. We are investing in a new strategic plan, which will help drive Huntington to new levels of success we hope in the future. Before I open the floor to questions, I just want to take a moment again. I want to extend my deepest thanks. That indeed is the full board. To Mike Endres. Mike, do the Vanna thing here, come on. John Levy. John, over here on my left. Eddie Munson.

Nearly combined 30 years of outstanding service. I mean outstanding service and commitment to Huntington. Thank you, gentlemen, for your tremendous advice and counsel along the way, your tireless efforts, your extraordinary friendship and collaboration with all of us. You've been great partners to us. You've helped us immeasurably. We are so very grateful. How about one more round of applause for the three of them? Thank you. Jana, we have some procedures for the Q&A period. Do you want to review those quickly? Then we'll get into this?

Jana Litsey
General Counsel and Secretary, Huntington Bancshares

Yes, Steve. We always welcome the views, comments, and questions of our shareholders. To ensure that this session is both 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 more personal or individual nature generally may be raised with the appropriate members of management during the period following this session or at any other time by contacting investor relations. Any shareholder, again, who wishes to speak should raise their hand, and a volunteer will provide you with a microphone. Please, again, provide your name, your address, and the number of shares you own or represent by proxy as a volunteer. Please wait to be recognized before speaking and state your name again prior to asking your question.

Finally, to be fair to all shareholders, we're going to ask that you be limited to three minutes. If time permits, we'll work hard to recognize you a second time.

Steve Steinour
Chairman, President, and CEO, Huntington Bancshares

With that, let me just ask for any questions or comments from our shareholders. I see a few familiar faces who've arrived since I stepped up to the podium. Welcome. Any questions? None. Okay, looking around, hearing none. Going once, going twice. Hearing none. This will conclude the meeting. Management, as usual, will be here afterwards, as will some of our directors, if you have questions, comments you wish to share with us. Let me thank you all for attending. I'm very grateful for the support during this past year. As I look around the room, I see a number of you who've been with us for quite a few years. We're very grateful for you visiting again with us this year and your support. I hope you'll join us for refreshments. With that, I'm now going to declare the meeting concluded.

Thank you.