Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 21, 2021, at the 2021 Annual Meeting of Shareholders of Huntington
Bancshares Incorporated (Huntington), Huntington's shareholders approved the
Amended and Restated 2018 Long-Term Incentive Plan (the Amended 2018 Plan). The
Amended 2018 Plan provides for grants of stock options, restricted stock,
restricted stock units, stock appreciation rights, deferred stock units,
long-term performance awards and other incentive awards. The Amended 2018 Plan
reserves for issuance a maximum of 34.9 million shares of Huntington's common
stock. The board of directors approved the Amended 2018 Plan subject to
shareholder approval. Shareholder approval was obtained in order to comply with
the applicable requirements of The Nasdaq Stock Market, Inc. Shareholder
approval is also necessary under the federal income tax rules with respect to
the qualification of incentive stock options. Additional details about the
Amended 2018 Plan are set forth in Huntington's definitive Proxy Statement filed
on March 12, 2021 (the Proxy Statement).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 21, 2021, the following matters were voted upon and approved by the
shareholders of Huntington at its 2021 Annual Meeting of Shareholders:
Proposal 1 - Election of thirteen directors to serve a one-year term. Each
nominee for director received the favorable vote of at least 94.9% of votes
cast.
                                                                             Against/                                                Broker
Nominee                                              For                     Withheld                  Abstentions                  Non-Votes
Lizabeth Ardisana                                 758,267,676                 4,551,789                         -                  120,513,189
Alanna Y. Cotton                                  758,447,801                 4,371,664                         -                  120,513,189
Ann B. (Tanny) Crane                              749,267,086                13,552,379                         -                  120,513,189
Robert S. Cubbin                                  752,778,032                10,041,433                         -                  120,513,189
Steven G. Elliott                                 753,258,810                 9,560,654                         -                  120,513,189
Gina D. France                                    746,347,258                16,472,207                         -                  120,513,189
J. Michael Hochschwender                          755,746,050                 7,073,415                         -                  120,513,189
John C. (Chris) Inglis                            756,192,936                 6,626,529                         -                  120,513,189
Katherine M. A. (Allie) Kline                     755,983,592                 6,835,873                         -                  120,513,189
Richard W. Neu                                    730,518,987                32,300,478                         -                  120,513,189
Kenneth J. Phelan                                 755,625,622                 7,193,843                         -                  120,513,189
David L. Porteous                                 727,085,897                35,733,568                         -                  120,513,189
Stephen D. Steinour                               724,514,216                38,305,249                         -                  120,513,189

Proposal 2 - Approval, on an advisory, non-binding basis, of the compensation of executives as disclosed in Huntington's Proxy Statement.


                            Against/                                Broker
            For             Withheld         Abstentions           Non-Votes
       708,796,836        49,896,829        4,134,728           120,513,189
              93.4  %            6.6  %

Proposal 3 -Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year 2021.


                           Against/                             Broker
            For            Withheld         Abstentions        Non-Votes
       877,857,166        4,423,784        1,060,632               -
              99.5  %           0.5  %



Proposal 4 - Approval of the Amended and Restated 2018 Long-Term Incentive Plan.
                            Against/                                Broker
            For             Withheld         Abstentions           Non-Votes
       731,073,490        28,083,625        3,671,278           120,513,189
              96.3  %            3.7  %




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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.    Description
Exhibit 10.1 -   Huntington Bancshares Incorporated Amended and Restated 2018
Long-Term Incentive Plan (incorporated by reference to Appendix B to
Huntington's Proxy Statement for the 2021 Annual Meeting Of Shareholders filed
on March 12, 2021).

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