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

Hancock Whitney Corporation (the "Company") held its 2022 annual meeting of shareholders (the "Annual Meeting") on April 27, 2022 in Gulfport, Mississippi. Due to public health concerns of related to the COVID-19 pandemic, the Annual Meeting was held in a virtual-only format.

At the close of business on February 28, 2022, the record date for the Annual Meeting, the Company had 87,734,466 shares of common stock outstanding and entitled to vote. Of that number, 77,428,521 shares of common stock were represented virtually or by proxy at the Annual Meeting. The Company's shareholders voted on the following four 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 2025, as indicated below.



Nominees for a Three-Year Term Votes For  Votes Withheld Broker Non-Votes
Hardy B. Fowler                68,174,726   1,533,925       7,719,870
Randall W. Hanna               68,403,884   1,304,767       7,719,870
H. Merritt Lane, III           69,433,637    275,014        7,719,870
Sonya C. Little                68,398,564   1,310,087       7,719,870
Sonia A. Pérez                 69,256,015    452,636        7,719,870

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 68,224,506 1,366,939 117,206 7,719,870

Proposal 3: Approval of an Amendment to the 2020 Long Term Incentive Plan to Increase the Number of Shares Available by 1,400,000.

Proposal 3 was an approval vote on the amendment to the Hancock Whitney Corporation 2020 Long Term Incentive Plan. This amendment was approved.

Votes For Votes Against Abstentions Broker Non-Votes 67,271,316 2,262,135 175,200 7,719,870

Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm

Proposal 4 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 2022. This proposal was approved.



Votes For  Votes Withheld Abstentions
76,652,264    697,953       78,304

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