UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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HANCOCK HOLDING COMPANY
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(Name of registrant as specified in its charter)
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Weve seen a lot of sunrises.
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Each dawn brings us the privilege of helping make dreams real and life better for the people we serve. Each new day
means we can make more of a difference in our communities. Every day, we honor our
century-old
promise to create opportunities built on our core values and
5-star
service. And, even before the next day starts, were working to create more value for our shareholders, our clients, and our communities whose confidence in us keeps us strong.
MISSION
To help people achieve their
financial goals and
dreams
PURPOSE
To
create opportunities for people
and the communities we serve
CORE VALUES
Honor & Integrity
Strength &
Stability
Commitment to Service
Teamwork
Personal Responsibility
Dear Shareholders:
Recently, weve referred to the 2015-2017 period as the New Day, a time when we reset our strategic direction.
During the New Day, we worked diligently to streamline management,
right-size
operating efficiencies across all
lines of business, and revert to our history as a business that never knows completiona company relentlessly focused on continuous improvement. The primary driver for our success with these efforts was our committed team of associates.
Im particularly proud of and commend the nearly 4,000 team members who worked tirelessly to produce another year of solid improvement. We met
nearly all of our previous corporate strategic objectives (CSOs) one year early, completed two acquisitions and announced a third, introduced new online and mobile banking capabilities, and carried on our commitment to
5-star
service for our clients.
For the 114th consecutive quarter (as of December 31, 2017), the bank stands among the strongest, safest financial institutions in America,
according to BauerFinancial, Inc., the nations leading independent bank rating and analysis firm. No bank can buy or opt out of a BauerFinancial, Inc., rating.
1
Financial Highlights
Results for 2017 included a fitting fourth-quarter finish to a strong year of improving performance. For the year, net income was up 44% on a reported
basis, with EPS up 33%. After adjusting for nonoperating items and the fourth quarter deferred tax asset (DTA) charge, net income was up 64%, with EPS up almost $1 or 51%. Our provision for loan losses returned to a more normalized level this year,
and our ROA ended the year just under 1%. Energy loans now make up a moderate 5.6% of total loans. Our TCE ratio was 7.73% at
year-end
2017, and we expect to return to our 8% target in 2018. Once we reach 8%,
we expect to use excess capital first for organic growth and second for merger and acquisition opportunities.
In the first half of 2017, we acquired
certain assets and assumed certain liabilities of the New Orleans-based First NBC Bank. These
in-market,
low-risk
transactions positively impacted our franchise from day
one. The two acquisitionswhich we refer to as FNBC I and FNBC IIenhanced our improvement phase and enabled us to achieve several of our strategic objectives earlier than committed. These two transactions also added approximately
$1.4 billion in loans and $1.9 billion in deposits to our balance sheet.
With early achievement of our New Day CSOs, we ended 2017 in a very positive position and began the new year with
opportunities to continue building on our New Day momentum. We were also in a position to award an
all-hands
bonus to our associatesthe financial services family responsible for our success. The chart
above illustrates our progress in achieving our PPNR goals and CSOs set at the end of 2014the beginning of our New Day.
Our stock price
movement also reflected strong performance during the same period. From December 31, 2014, through December 31, 2017, your companys stock price increased 61%, while the KBW Bank index
(large-cap
banks) increased 44%, the KBW regional bank index increased 40%, and those banks with sizeable energy portfolios at the beginning of the energy cycle increased 54%.
(See chart at top of page
3.)
*Non-GAAP
measure. Please see Form
8-K
filed January 17, 2018, for reconciliation
to the GAAP measure.
The Next Day
On January 1, 2018, our
New Day
became the
Next Day.
As the new year arrived, we announced a milestone wealth management acquisition, the planned relocation of our New Orleans regional headquarters to
Louisianas tallest building, the proposed combination of our two iconic brands into one efficient new brand, and opportunities created by tax reform legislation likely to benefit all clients and shareholders.
We also updated our CSOs as detailed below to focus on continued improvement for our shareholders, clients, communities, and associates.
2018/2019 CORPORATE STRATEGIC OBJECTIVES (CSOs)
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Quarterly Objective
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4Q17 Actual
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Earnings (EPS)/quarter
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$1.00 - $1.10+
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$.86
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Excluding
non-operating
items*
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ROA (operating)*
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1.15% - 1.25%+
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1.10%
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TCE
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8.5%+
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7.73%
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ROTCE (operating)*
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15%+
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14.62%
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Efficiency Ratio
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£
56%
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56.6%
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We announced our proposed acquisition of Capital Ones trust and asset management business on December 18 and expect to close the transaction
late in the second quarter of 2018, subject to regulatory approvals and customary closing conditions. This acquisition provides the opportunity for us to become one of the
top-50
trust firms in the United
States by revenue and establishes a premier wealth management provider across the Gulf South. We expect this exciting transaction to be immediately accretive to earnings, with solid returns, and to move us closer to our goal of enhancing noninterest
income as a percentage of total revenue.
Our two brands have been around since the late 1800s. As a natural next-step in our ongoing growth and
commitment to a strong future for clients, communities, and the company, we announced plans to honor the legacies and value of our brands by combining the two trade names into one new name and brand. By
mid-second
quarter of 2018, we intend to operate as Hancock Whitney Corporation (subject to your approval) and trade under the new Nasdaq ticker symbol HWC. Our bank will become Hancock Whitney Bank.
We believe this renaming and rebranding honor a relationship between our two banks that began 100 years ago and provide a fresh, efficient way to do
business across all locations and technology platforms.
Late in the fourth quarter, Congress passed significant tax reforms. We expect to use these
benefits to accelerate previously planned technology projects and upgrade and/or add financial center locations where beneficial. Weve designed these initiatives with efficiency and revenue growth in mind and anticipate positive impacts for
clients and shareholders.
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*Banks with energy portfolios greater than 4% as of 12/31/2015, excluding HBHC
Community Investment
Our founders set forth our purpose of creating opportunities for people and the communities we serve. We believe investing in our communities and the
people who live there are two of the best ways to build those opportunities.
In 2017 we completed another year of Financial Cents, our
web-based
financial education curriculum. Since our New Day began, Financial Cents has helped more than 45,600
K-12
students at nearly 400 schools learn critical money
management skills for a more financially secure future. During our 2017 Financial Education Month in April, associates across our footprint volunteered to teach students how to save and manage money, giving more than 728 hours to 185 financial
education activities for 57 organizations across 16 markets in just 30 days. In November our Founders Day financial education programs brought even more bankers into forums educating
630-plus
students about
smart money habits.
To applaud our associates efforts, education technology leader EVERFI presented us with our second Innovator in Financial
Education Award at the Nasdaq MarketSite in New York City.
Creating homeownership opportunities together.
Hancock Whitney is partnering with the Urban League of Louisiana
and Neighborhood Housing Services of New Orleans to help more minorities achieve homeownership dreams in New Orleans and Baton Rouge.
Among the many new officers joining the company in 2017, Community Lending Director Tish Allen leads our
highly motivated team of community development and lending professionals. She also partners closely with Community Affairs leaders and other bankers already actively engaged in enhancing quality of life and affordable housing for people in the
cities and towns we serve.
Corporate Kudos
Your company continues to earn regional and national recognition for our strength, integrity, and service.
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A leading global brand known for benchmarking the best in the financial industry, Greenwich Associates recognized us with a
record 24 regional and national Greenwich Excellence Awards for small business and middle market banking. The awards for 2017 mark the most Greenwich Excellence Awards weve earned in a single year and raise the banks grand total of
Greenwich Award designations to 139eight Best Brand Awards since 2013 and 131 Excellence Awards since 2005.
People across the Gulf Coast corridor rated us the best of the best with local awards for
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Business banking excellence.
Chief Operating Officer
Shane Loper displays Greenwich Associates 2017 recognition of Hancock Whitney with record regional and national awards for small business and middle market banking, raising the banks grand total of Greenwich awards to 139 since
2005.
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service and community stewardship. South Mississippi voted us as Favorite Bank and Favorite Mortgage Company with the 2017
Sun Herald Peoples Choice Awards. Pensacola VIP Magazine tapped us as Best Bank/Financial Institution, and New Orleans City Business readers voted us as Best New Orleans Area Bank.
The Better Business Bureau of South Louisiana honored us with its revered Torch Award for Business Ethics, reiterating the steadfast honor and integrity
at the heart of the company for
100-plus
years.
3
Executive Accolades
Your company has always proudly claimed the regions most capable and accomplished business and community leaders among its ranks.
Hancock Holding Company Director Sonya C. Little, who serves as Chief Financial Officer for the City of Tampa, was among Savoy Magazines Top 300
for 2017, a roster of the Most Influential Black Corporate Directors.
New Orleans City Business listed veteran banker and Chief Credit Officer
Suzanne C. Thomas as one of the citys top MoneyMakersoutstanding business leaders directly influencing a bright future for their respective industries and Greater New Orleans.
The Mississippi Business Journal named Chief Operating Officer Shane Loper as a Leader in Finance, an honor he attributes to the many fellow executives
and associates whose contributions create our success.
5- Star Service
Commitment to Service is one of the five core values that guide our every decision as we work together to make banking better for people and businesses
depending on us as their financial partner.
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In 2017 we introduced enhanced online and mobile banking based on what our clients told us they wanted. Today, whether from
their smartphones, tablets, or desktops, clients can bank with us when and where they want, with the ease and convenience of improved digital technology for todays lifestyles. Additionally, associates at more than 200 financial centers remain
indispensable to our full-service banking philosophy.
We also
expanded our social media presence to keep in touch through the channels many of our clients use: Facebook, Twitter, LinkedIn, and Instagram.
Mother Nature brought a barrage of natural disasters to the region last year. Hurricane Harvey wreaked havoc along the Texas Gulf Coast and swamped
Greater Houston and
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Better banking on the go.
The launch of enhanced online and mobile banking capabilities based on what clients said they want makes it more convenient for clients to bank when and where they
choose and complements the banks commitment to
5-star
service.
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southwest Louisiana with historic flooding. Hurricane Irma battered communities along Floridas peninsula with high
winds and water. While nowhere as intense as the 2005 tempest, Hurricane Nate made the Mississippi Coast uneasy with memories of Hurricane Katrina.
Coming together in crisis.
Hancock Whitney and hundreds of its associates helped communities such as Greater
Houston jumpstart recovery from hurricanes and historic flooding in 2017.
Our teams response to 2017s storms
was extraordinary, and our board of directors and executive team are extremely proud of our associates. Throughout those crises, associates in every areawhether affected or notrose to the expectations of service, teamwork, and
responsibility at our very foundation. They reached out with open arms and hearts to help however they could. Within days of waters inundating Houston, associates were working
side-by-side
with clients and colleagues. Our resilient team exhibited a trademark commitment to service as market leaders managed a
last-to-close,
first-to-open
philosophy to ensure we were available to assist clients in preparing for and
recovering from the storms.
Additionally, as the Greater Baton Rouge community rebounded from the record floods of 2016, associates working at
financial centers in flooded areas transitioned from temporary locations to fully restored and improved facilities designed to meet clients financial services needs.
Today and Every Day
As
we move from New Day to Next Day, your companys board, management team, associates, and I pledge the same commitment our founders made before the turn of the 20th century: to keep the company strong.
By meeting that obligation, we can pursue our mission to help people achieve their financial goals and dreams. We can carry on our purpose to create
opportunities for people and the communities we serve. We can uphold the Honor & Integrity, Strength & Stability, Commitment to Service, Teamwork, and Personal Responsibility inherent in everything we do. We can also fulfill our
promise to the associates who choose financial services careers with us: You can grow. You have a voice. You are important.
We thank you for your
investment in Hancock Holding Company and look forward to earning your continued trust as we succeed together.
With sincere gratitude,
John M. Hairston
President & CEO
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