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

Hancock Whitney Corporation (the "Company") held its 2021 annual meeting of shareholders (the "Annual Meeting") on April 21, 2021 in Gulfport, Mississippi. Due to public health concerns of the COVID-19 pandemic, the Annual Meeting was held in a virtual-only format.

At the close of business on February 26, 2021, the record date for the Annual Meeting, the Company had 88,472,258 shares of common stock outstanding and entitled to vote. Of that number, 76,988,754 shares of common stock were represented virtually or by proxy at the Annual Meeting. The Company's shareholders voted on the following three 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 2024, as indicated below.





Nominees for a Three-Year Term Votes For  Votes Withheld Broker Non-Votes
John M. Hairston               67,733,344   1,273,661       7,981,749
James H. Horne                 65,394,871   3,612,134       7,981,749
Suzette K. Kent                68,663,403    343,602        7,981,749
Jerry L. Levens                67,419,777   1,587,228       7,981,749
Christine L. Pickering         65,761,838   3,245,167       7,981,749

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
66,666,194   2,140,304     200,507      7,981,749








Proposal 3:  Ratification of the Appointment of Auditors

Proposal 3 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 2021. This proposal was approved.





Votes For  Votes Against Abstentions
76,031,611    835,892      121,251








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Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description


     104       Cover Page Interactive Data File (embedded within the inline XBRL
               document)

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