ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/

false 0000109380 0000109380 2026-05-01 2026-05-01 0000109380 us-gaap:CommonStockMember exch:XNAS 2026-05-01 2026-05-01 0000109380 us-gaap:SeriesAPreferredStockMember exch:XNAS 2026-05-01 2026-05-01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) May 1, 2026 ZIONS BANCORPORATION, NATIONAL ASSOCIATION (Exact name of registrant as specified in its charter) United States of America 001-12307 87-0189025 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) One South Main, Salt Lake City, Utah 84133-1109 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (801) 844-7637 (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: ¨ 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)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, par value $0.001 ZION The NASDAQ Stock Market, LLC Depositary Shares each representing a 1/40th ownership interest in a share of: Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock ZIONP The NASDAQ Stock Market, LLC 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ¨ Item 5.07 Submission of Matters to a Vote of Security Holders On May 1, 2026, Zions Bancorporation, National Association (the “Bank”) held its annual meeting of shareholders. At the meeting, shareholders elected 11 directors for a term of one year; ratified the appointment of Ernst & Young LLP as the Bank’s independent auditor for 2026; approved, on a nonbinding advisory basis, the 2025 compensation paid to the Bank’s executive officers; and rejected a shareholder proposal requesting a report on risks of misalignment between policies and customer base. The results were as follows: 1. Election of 11 director nominees for a one-year term. Directors Votes For Votes Against Abstentions Maria Contereras-Sweet 107,949,568 952,459 453,340 Gary L. Crittenden 105,881,352 2,800,480 673,535 Suren K. Gupta 107,568,645 1,292,110 494,612 Claire A. Huang 107,888,433 1,005,377 461,557 Vivian S. Lee 105,894,891 2,732,190 728,286 Scott J. McLean 106,281,618 2,680,067 393,682 Edward F. Murphy 106,596,194 2,053,751 705,422 Stephen D. Quinn 104,315,607 4,353,098 686,662 Harris H. Simmons 105,426,222 3,605,443 323,702 Aaron B. Skonnard 107,486,121 1,373,674 495,572 Barbara A. Yastine 107,670,728 1,193,646 490,993 2. Ratification of the appointment of Ernst & Young LLP as the Bank’s Independent Registered Public Accounting Firm to audit the Bank’s financial statements for the fiscal year ending December 31, 2026. Votes For Votes Against Abstentions 120,123,130 5,420,488 301,120 3. Approval, on a nonbinding advisory basis, of the compensation paid to the Bank’s named executive officers with respect to the fiscal year ended December 31, 2025. Votes For Votes Against Abstentions 103,158,563 5,616,200 580,604 4. Rejection of a shareholder proposal requesting a report on risks of misalignment between policies and customer base. Votes For Votes Against Abstentions 2,437,588 106,027,693 890,086 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. ZIONS BANCORPORATION, NATIONAL ASSOCIATION Date: May 4, 2026 By: /s/ Rena Miller Name: Rena Miller Title: Executive Vice President and Corporate General Counsel