DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant 

Filed by a Party other than the Registrant 

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		Preliminary Proxy Statement

		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

		Definitive Proxy Statement

		Definitive Additional Materials

		Soliciting Material under §240.14a-12

HANCOCK WHITNEY CORPORATION

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

		No fee required
		Fee paid previously with preliminary materials
		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11


March 12, 2024

To Our Shareholders:

In 2023, the Hancock Whitney team continued to achieve remarkable results despite the challenging operating environment. Our strength, stability, and commitment to service once again earned accolades affirming us among America’s top-rated institutions. In 2024, we will celebrate our 125th anniversary of helping people and communities achieve their financial dreams under the charter our founders established in 1899. With strong capital, ample liquidity, a seasoned and diversified deposit base, and a solid allowance for credit losses, we believe our efforts in 2023 have helped position us for continued success as a regional financial services leader. We look forward to another 125 years of opportunity to build a brighter future for our clients, shareholders, associates, and the communities we serve.

Financial Highlights
We finished 2023 with a reported earnings per diluted share (EPS) of $4.50, compared to $5.98 in 2022. The results for 2023 include a net charge of $75.4 million (pre-tax), or $0.68 per share after tax, of the following supplemental items: a $65.4 million loss on the securities portfolio restructure and a $26.1 million FDIC special assessment charge, which were partially offset by a $16.1 million gain on the sale of a parking facility. There were no supplemental items in 2022. Adjusted pre-provision net revenue (PPNR)* totaled $635.7 million in 2023, compared to $641.1 million in 2022.

In 2023, fee income, adjusted for supplemental items, was higher in each of the four quarters. We benefited from the efforts of our associates to grow fee income across multiple categories, despite the headwinds of the current interest rate environment; and we remain focused on finding opportunities to continue to grow fee income. Expenses were up in 2023, largely due to the impacts of post-retirement expenses and regulatory costs, but we worked hard to control costs while still reinvesting in the company.

Loan growth was $808 million, or 3%, from 2022, reflecting somewhat softer loan demand and our focus on growing more granular credit relationships. Our loan growth was largely funded by deposit growth, which increased $620 million, or 2%, from 2022, with the remainder funded by cash flows from our securities portfolio. In the fourth quarter of 2023, we completed a securities portfolio restructure, which allowed us to deleverage our balance sheet and reinvest in higher-yielding securities. Net interest margin in 2023 was 3.34%, up 8 bps from 2022, largely a result of the rising interest rate environment in 2023 and a more favorable earning asset mix. Our credit metrics remained strong throughout 2023, with criticized commercial loans and nonaccrual loans at or near historically low levels. Our allowance for credit losses reserve coverage was 1.41% at the end of the year, which we believe positions us well for today’s economic environment.

We finished 2023 in a strong capital position, and we achieved growth in all of our capital metrics, ending 2023 with a tangible common equity (TCE) ratio of 8.37% and common equity tier 1 (CET1) ratio of 12.33%, compared to TCE of 7.09% and CET1 ratio of 11.41% at year-end 2022. In January 2023, the Hancock Whitney Corporation Board of Directors approved an increase of $0.03 per share, or 11%, on the quarterly dividend payment, which brought the payment to $0.30 per common share held by shareholders. We are very proud to have paid an uninterrupted quarterly dividend since 1967 and are delighted we could increase this payment to our shareholders. We will continue to manage capital in the best interests of our company and our shareholders.

Diversity, Equity, and Inclusion
Diversity, Equity, and Inclusion (DEI) are fundamental to our purpose and essential to executing our mission. We pledge exceptional service to our clients and communities and believe our commitment to DEI further strengthens our ability to meet the needs of our associates, communities, clients, and shareholders. Different perspectives, backgrounds, and experiences produce stronger teams and innovation, resulting in improved overall organizational performance.

Our commitment to DEI starts at the top of our organization. Our Board of Directors oversees our overall corporate strategy and sets the tone for our culture, values, and high ethical standards; and through its committees, the Board holds management accountable for results. We continue to foster open conversations and an inclusive workplace culture through our DEI Council and enhanced diverse recruiting efforts. This year, we saw the development of multiple Associate Resource Groups (ARGs): voluntary, associate-led groups that promote connection, community, and inclusion in the workplace. The company formed ARGs based on associate feedback to offer a chance to network, develop professionally, and raise awareness of relevant issues. Further supporting, developing, and celebrating the existing workforce, associates are provided diversity education, experiences, and resources to help inspire behaviors that contribute to an inclusive, high-performing culture in which all associates may thrive.

Our Board of Directors, executive teams, and associates thank you for your continued confidence in Hancock Whitney.

    Jerry L. Levens
Chairman of the Board

    John M. Hairston
President & CEO

* Non-GAAP measure. Reconciliation included in the following proxy statement.

March 12, 2024

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

_______________________________

To our Shareholders:

Hancock Whitney Corporation (the Company) will hold its Annual Meeting of Shareholders on Wednesday, April 24, 2024, at 11:00 a.m. Central Time in virtual-only format via audio webcast. To attend the annual meeting, go to www.virtualshareholdermeeting.com/HWC2024 and log in using the control number on your proxy card, voting instruction form or notice. The annual meeting will be held for the following purposes:

To elect four directors to serve until the 2027 annual meeting;

To approve, on an advisory basis, the compensation of our named executive officers; and

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.

Only holders of record of shares of our common stock at the close of business on February 29, 2024 are entitled to notice of, and to vote at, the meeting or any adjournment thereof. We direct your attention to the attached proxy statement for more complete information regarding the matters to be acted upon at the annual meeting.

Your vote is important, whether or not you expect to attend the meeting. If voting by mail, please mark, date, sign and promptly return the enclosed proxy in the accompanying envelope. No postage is required if mailed in the United States. You may later revoke your proxy and vote during the meeting.

By order of the Board of Directors,

    Jerry L. Levens
Chairman of the Board

    John M. Hairston
President & CEO



	Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 24, 2024: The notice of annual meeting, proxy statement, proxy card and the 2023 annual report for the period ending December 31, 2023, are available at https://materials.proxyvote.com/410120

Table of Contents


PROXY STATEMENT SUMMARY		1
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		5
proposal no. 1 eLECTION OF DIRECTORS		9
INFORMATION ABOUT OUR DIRECTORS		11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		25
DELINQUENT SECTION 16(a) REPORTS		27
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		27
Board of Directors		27
Board and Management Leadership Structure		28
Board Committees		28
Board’s Role in Risk Oversight		30
COMPENSATION OF DIRECTORS		31
Director Compensation Program		31
Cash Compensation		31
Equity Compensation		31

SEC Form DEF 14A filed by Hancock Whitney Corporation