HUNTINGTON BANCSHARES INC/MD0000049196false00000491962021-01-222021-01-220000049196us-gaap:SeriesCPreferredStockMember2021-01-222021-01-220000049196us-gaap:SeriesDPreferredStockMember2021-01-222021-01-220000049196us-gaap:CommonStockMember2021-01-222021-01-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_______________________________________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 22, 2021
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Huntington Bancshares Incorporated
(Exact name of registrant as specified in its charter)
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| Maryland | 1-34073 | 31-0724920 | ||||||
|
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
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Registrant's address: 41 South High Street, Columbus, Ohio 43287
Registrant’s telephone number, including area code: (614) 480-2265
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | |||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of class |
Trading
Symbol(s) |
Name of exchange on which registered | ||||||
| Depositary Shares (each representing a 1/40th interest in a share of 5.875% Series C Non-Cumulative, perpetual preferred stock) | HBANN | NASDAQ | ||||||
| Depositary Shares (each representing a 1/40th interest in a share of 6.250% Series D Non-Cumulative, perpetual preferred stock) | HBANO | NASDAQ | ||||||
| Common Stock—Par Value $0.01 per Share | HBAN | NASDAQ | ||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§24012b-2). | |||||||||||||||||
| Emerging growth company | ☐ | ||||||||||||||||
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 8.01 Other Events.
On January 22, 2021, Huntington Bancshares Incorporated ("Huntington") announced that the board of directors declared a quarterly cash dividend on its common stock (Nasdaq: HBAN) of $0.15 per common share, unchanged from the prior quarter. The common stock cash dividend is payable April 1, 2021, to shareholders of record on March 18, 2021. In addition, the Board declared quarterly cash dividends on its six series of preferred stock. The Board declared a quarterly cash dividend on its Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (CUSIP#: 446150500) of $7.35312676 per share (equivalent to $0.1838282 per depositary receipt share). The Board declared a quarterly cash dividend on its 5.875% Series C Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANN) of $14.69 per share (equivalent to $0.36725 per depositary receipt share). The Board declared a quarterly cash dividend on its 6.25% Series D Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANO) of $15.625 per share (equivalent to $0.390625 per depositary receipt share). The Board declared a quarterly cash dividend on its 5.70% Series E Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock (CUSIP#: 446150AL8) of $1,425.00 per share (equivalent to $14.25 per depositary receipt share). The Board declared a quarterly cash dividend on its 5.625% Series F Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock (CUSIP#: 446150AT1) of $1,406.25 per share (equivalent to $14.0625 per depositary share). Finally, the Board declared a quarterly cash dividend on its 4.450% Series G Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock (CUSIP#: 446150AV6) of $1,112.50 per share (equivalent to $11.1250 per depositary share). All six preferred stock cash dividends are payable April 15, 2021, to their respective shareholders of record on April 1, 2021.
A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 – News release of Huntington Bancshares Incorporated, dated January 22, 2021.
EXHIBIT INDEX
| Exhibit No. | Description | ||||
| Exhibit 104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUNTINGTON BANCSHARES INCORPORATED | |||||||||||||||||
| Date: | January 27, 2021 | By: |
/s/ Jana J. Litsey
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Jana J. Litsey
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| General Counsel | |||||||||||||||||
