SCHEDULE 14A
Information Required in Proxy Statement
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under Rule 14a-12 |
Huntington
Bancshares Incorporated
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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how it was determined): |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing. |
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Form, Schedule or Registration Statement No.: |
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TABLE OF CONTENTS
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NOTICE OF ANNUAL MEETING
PROXY STATEMENT
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Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
Richard A. Cheap
General Counsel and Secretary
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Our Shareholders:
The Forty-Second Annual Meeting of Shareholders of Huntington
Bancshares Incorporated will be held in the Riffe Center Capitol
Theatre, 77 South High Street, Columbus, Ohio, on Wednesday,
April 23, 2008, at 11:00 a.m., local Columbus, Ohio
time, for the following purposes:
(1) to elect four directors to serve as Class III
Directors until the 2011 Annual Meeting of Shareholders and
until their successors are elected;
(2) to consider and vote upon a proposal to amend
Huntingtons charter to declassify the board of directors;
(3) to consider and vote upon a proposal to ratify the
appointment of Deloitte & Touche LLP as the
independent registered public accounting firm for Huntington
Bancshares Incorporated for the year 2008; and
(4) to transact any other business which may properly come
before the meeting.
You will be welcome at the meeting, and we hope you can attend.
Directors and officers of Huntington Bancshares Incorporated and
representatives of its independent auditors will be present to
answer your questions and to discuss its business.
Your vote is important. We urge you to vote as soon as possible
so that your shares may be voted in accordance with your wishes.
You may vote by executing and returning your proxy card in the
accompanying envelope, or by voting electronically over the
Internet or by telephone. Please refer to the proxy card
enclosed for information on voting electronically. If you attend
the meeting, you may vote in person and the proxy will not be
used.
Sincerely yours,
Richard A. Cheap
March [ ], 2008
Important Notice Regarding the Availability of Proxy
Materials for the
Shareholder Meeting to Be Held on April 23, 2008
The proxy statement and annual report to security holders are
available at www.edocumentview.com/HBAN
Information for Shareholders Who Plan to Attend the 2008
Annual Meeting of Shareholders
The Riffe Center Capitol Theatre, 77 South High Street, is
located just south of Huntingtons corporate offices
(Huntington Center, 41 South High Street) and Capitol Square
Banking Office (17 South High Street) in Downtown Columbus.
Huntington will provide complimentary parking passes for
shareholders parking in the four facilities below. Please allow
time for parking and travel to the meeting location.
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Parking Garage
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Access Street
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Huntington Center Garage
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Capitol Street
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Huntington Plaza Garage
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Front Street
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Riffe Center Parking Garage
State House Garage
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Front Street
3rd and State Streets
Broad and 3rd Streets
Westbound on State Street.
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PROXY
STATEMENT
This Proxy Statement is provided on behalf of the board of
directors of Huntington Bancshares Incorporated to solicit
proxies to be voted at the annual meeting of Huntington
shareholders to be held on April 23, 2008, and at any
adjournment. We are making this Proxy Statement, together with a
proxy card, available on the Internet, or mailing them, starting
on or about March , 2008, to Huntingtons
shareholders entitled to vote at the annual meeting.
Voting
Procedures
Common stock shareholders of record at the close of business on
February 20, 2008, are entitled to vote at the annual
meeting. Huntington had
[ ] shares
of common stock outstanding and entitled to vote on the record
date.
Shareholders will have one vote on each matter submitted at the
annual meeting for each share of common stock owned on the
record date. The shares represented by a properly submitted
proxy will be voted as directed provided the proxy is received
by Huntington prior to the meeting. A properly executed proxy
without specific voting instructions will be voted FOR
the nominees for director named in this proxy statement,
FOR the amendment to the charter and FOR the
ratification of the appointment of Deloitte & Touche
LLP as the independent registered public accounting firm for
2008. A properly submitted proxy will also confer discretionary
authority to vote on any other matter which may properly come
before the meeting.
A shareholder may vote by proxy by using the telephone, via the
Internet, or by properly signing and submitting the enclosed
proxy card. A shareholder has the power to revoke his or her
proxy at any time before it is exercised by filing a written
notice with Huntingtons Secretary prior to the meeting.
Shareholders who attend the meeting may vote in person and their
proxies will not be used.
Huntington will pay the expenses of soliciting proxies,
including the reasonable charges and expenses of brokerage firms
and others for forwarding solicitation material to beneficial
owners of stock. Huntington representatives may solicit proxies
by mail, telephone, electronic or facsimile transmission, or
personal interview. Huntington has contracted with
Morrow & Co., Inc. to assist in the solicitation of
proxies for a fee of $8,500 plus out-of-pocket expenses.
Vote
Required
The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of Huntington will constitute
a quorum at the meeting. Under the law of Maryland,
Huntingtons state of incorporation, abstentions and broker
non-votes are counted for purposes of determining the presence
or absence of a quorum, but are not counted as votes cast at the
meeting. Broker non-votes occur when brokers who hold their
customers shares in street name submit proxies for such
shares on some matters, but not others. Generally, this would
occur when brokers have not received any instructions from their
customers. In these cases, the brokers, as the holders of
record, are permitted to vote on routine matters,
which typically include the election of directors and
ratification of independent auditors, but not on non-routine
matters.
The election of each nominee for director requires the favorable
vote of a plurality of all votes cast by the holders of common
stock at a meeting at which a quorum is present. Only shares
that are voted in favor of a particular nominee will be counted
toward such nominees achievement of a plurality and thus
broker non-votes and abstentions will have no effect. The
approval of the amendment to Huntingtons charter requires
the affirmative vote of two-thirds of all of the votes entitled
to be cast on the matter. Broker non-votes and abstentions will
have the same effect as votes cast against the approval of the
amendment to Huntingtons charter. Ratification of the
appointment of Deloitte & Touche LLP will require the
affirmative vote of a majority of all votes cast by the holders
of common stock at a meeting at which a quorum is present.
Broker non-votes and abstentions will have no effect on this
matter since they are not counted as votes cast at the meeting.
Election
of Directors
Huntingtons board of directors currently consists of
fourteen members, divided into three classes (two classes of
five members each and one class of four members), with terms of
office that expire at successive annual meetings. The terms of
the four Class III Directors expire at this annual meeting.
Upon consultation with the Nominating and Corporate Governance
Committee, the board of directors proposes the election of four
Class III Directors at this Meeting.
Don M. Casto III, Michael J. Endres, Wm. J. Lhota, and David L.
Porteous currently serve as Class III Directors of
Huntington and are being nominated for re-election at this
annual meeting. The nominees for Class III Directors, if
elected, will each serve a three-year term expiring at the 2011
Annual Meeting of Shareholders and until their successors are
elected.
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Marylouise Fennell and Gerard P. Mastroianni were appointed to
the board as Class II directors and D. James Hilliker and
Jonathan A. Levy were appointed to the board as Class I
directors, in each case following Huntingtons merger with
Sky Financial Group, Inc. effective July 1, 2007. In
February 2007, Huntingtons board amended the bylaws to
provide that any director elected to fill a vacancy shall serve
for the remainder of the full term of the class in which the
vacancy occurred and until his or her successor is elected.
Accordingly, these new directors are each serving until the
expiration of their full terms.
It is intended that, unless otherwise directed, the shares
represented by a properly submitted proxy will be voted FOR
the election of Messrs. Casto, Endres, Lhota and
Porteous as Class III Directors. Huntington has no reason
to believe that any nominee will be unable or unwilling to serve
as a director if elected. However, in the event that any of
these nominees should become unavailable, the number of
directors may be decreased pursuant to the bylaws or the board
of directors may designate a substitute nominee, for whom shares
represented by a properly submitted proxy would be voted.
The board of directors recommends a vote FOR the
election of each of the nominees for director.
Huntington is proposing and recommending that shareholders
approve an amendment to Huntingtons charter that would
eliminate the classified board structure and provide for annual
elections of all directors commencing in 2011. See
Proposal to Approve the Amendment to Huntingtons
Charter below.
The following tables set forth certain information concerning
each nominee and each continuing director of Huntington.
CLASS I
DIRECTORS
(TERMS EXPIRE IN 2009)
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Director
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Name and Principal Occupation(1)
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Age
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Since
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Other Directorships(2)
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Raymond J. Biggs
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70
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2002
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Private Investor;
Retired Chairman and Chief Executive Officer,
Huntington Bancshares Michigan, Inc. (1990 1994)
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John B. Gerlach, Jr.
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1999
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Lancaster Colony
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Chairman, President, and Chief Executive Officer,
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Corporation
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Lancaster Colony Corporation, manufacturer and marketer of
specialty foods, candles, and automotive accessories
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D. James Hilliker
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60
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2007
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Vice President / Managing Shareholder,
Better Food Systems, Inc., owner, lessor and operator of
Wendys fast food restaurant franchises in Ohio and Indiana
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Jonathan A. Levy
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2007
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President/Partner,
Redstone Investments, real estate developer
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Gene E. Little
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64
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2006
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Bucyrus International
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Retired Senior Vice President and Treasurer,
The Timken Company,international manufacturer of highly
engineered bearings, alloy and specialty steels and a provider
of related products and services
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CLASS II
DIRECTORS
(TERMS EXPIRE IN 2010)
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Director
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Name and Principal Occupation(1)
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Age
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Other Directorships(2)
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Marylouise Fennell, RSM
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68
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2007
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Consultant,
Higher Education Services, consultant to colleges and
Universities
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Thomas E. Hoaglin
Chairman, President, and Chief Executive
Officer, Huntington and The Huntington
National Bank
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2001
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American Electric Power Company, Inc
The Gorman-Rupp Company
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David P. Lauer
Certified Public Accountant;
Retired Managing Partner, Deloitte & Touche LLP,
Columbus, Ohio office
(1989 1997)
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65
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2003
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Diamond Hill Investment
Group, Inc.
R. G. Barry Corporation
Wendys International, Inc.
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Gerard P. Mastroianni
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2007
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President,
Alliance Ventures, Inc., real estate development and property
management
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Kathleen H. Ransier
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60
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2003
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Partner,
Vorys, Sater, Seymour and Pease LLP,
legal services
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CLASS III
DIRECTORS
(NOMINEES FOR TERMS EXPIRING IN 2011)
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Director
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Name and Principal Occupation(1)
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Other Directorships(2)
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Don M. Casto III
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63
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1985
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Principal / Chief Executive Officer,
CASTO,
real estate developers
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Michael J. Endres
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60
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2003
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Tim Hortons, Inc.
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Principal, Stonehenge Financial Holdings, Inc.,
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Worthington Industries, Inc.
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private equity investment firm
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Wm. J. Lhota
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68
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1990
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President and Chief Executive Officer,
Central Ohio Transit Authority,
provider of public transit for Central Ohio
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David L. Porteous
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2003
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Attorney,
McCurdy Wotila & Porteous, P.C.
legal services
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Each director has held, or been retired from, the various
positions indicated or other executive or professional positions
with the same organizations (or predecessor organizations) for
at least the past five years, except Mr. Lhota, who
provided arbitration, mediation, and consulting services, along
with teaching and lecturing on business ethics and engineering
ethics, through his consulting firm LHOTA SERVICES, from January
2002 to September 2004. Mr. Lauer also served as a director
of Huntington Preferred Capital, Inc. from September 2002 to
February 2003. |
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Other directorships held in companies with a class of securities
registered pursuant to Sections 12 or 15(d) of the
Securities Exchange Act of 1934. |
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Corporate
Governance
Transactions
with Directors and Executive Officers
Indebtedness
of Management
Many of Huntingtons directors and executive officers and
their immediate family members are customers of
Huntingtons affiliated financial and lending institutions
in the ordinary course of business. In addition, directors and
executive officers of Huntington also may be affiliated with
entities which are customers of Huntingtons affiliated
financial and lending institutions in the ordinary course of
business. Loan transactions with directors, executive officers
and their immediate family members and affiliates have been made
on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other customers otherwise not affiliated with
Huntington. Such loans also have not involved more than the
normal risk of collectibility or presented other unfavorable
features.
Certain
Other Transactions
Raymond J. Biggs, a director of Huntington, served as an officer
of Huntington Bancshares Michigan, Inc. from 1990 to 1994,
following Huntingtons acquisition of First Macomb Bank, of
which Mr. Biggs was an executive officer. Mr. Biggs
currently receives periodic payments from Huntington, which
amounts represent the negotiated settlement of supplemental
retirement and other benefits payable to Mr. Biggs under
the Supplemental Retirement Income Agreement previously entered
into between Mr. Biggs and First Macomb Bank. The
negotiated benefits, as agreed upon in 1995, are annual payments
of $15,159 beginning in 1995 and continuing for fifteen years,
and monthly payments of $13,142 beginning in August of 2002 and
continuing for fifteen years. As of February 29, 2008, the
aggregate amount remaining to be paid to Mr. Biggs is
$1,515,386.60.
The Huntington National Bank leases office space in Columbus,
Ohio from a partnership of which the mother of D. James Hilliker
and her revocable trust are the partners. The current lease term
runs through April 30, 2011 and the monthly rental is
$4,500. As of January 1, 2008, the aggregate rental amount
payable through the end of the current lease term is
$180,000.00. Huntington has an option to renew the lease through
April 30, 2016 at a monthly rental of $4,750.
The Huntington National Bank leases a banking office in
Alliance, Ohio (acquired in the merger with Sky Financial
Group, Inc.) from a limited liability company owned by Gerard P.
Mastroianni, his siblings and a family trust. The current term
of this lease ends September 30, 2012. The Huntington
National Bank currently pays $4,650 per month for rent including
parking. As of January 1, 2008, the aggregate rental amount
payable through the end of the current lease term is
$265,050.00. Huntington has options to renew this lease for
three additional five-year terms through September 30,
2027. The rental amount for each renewal period will be adjusted
for increases in the Consumer Price Index with a cap of 10%.
Huntington Mezzanine Opportunities Inc., a wholly-owned
subsidiary of Huntington, established in 2002 a private
corporate mezzanine investment fund which provides financing in
transaction amounts of up to $10 million to assist middle
market companies primarily in the Midwest with growth or
acquisition strategies. Stonehenge Mezzanine Partners LLC, as
its sole purpose, serves as the asset manager of the fund. Under
the investment management agreement with Huntington Mezzanine
Opportunities Inc., Stonehenge Mezzanine Partners LLC receives a
quarterly management fee equal to the greater of a fixed amount
or a set percentage of the mezzanine loan balances. For the
origination period under the agreement, the minimum
quarterly management fee is equal to $262,500; thereafter the
minimum is $62,500. Stonehenge Mezzanine Partners LLC is also
eligible to receive a percentage of profits based on the
performance of the investments. The investment fund has been
substantially invested. Huntington has authorized Huntington
Mezzanine Opportunities Inc. to invest up to $198 million
in a second private corporate mezzanine investment fund which
would operate substantially the same as the initial fund
described above. An affiliate of Stonehenge Mezzanine Partners
LLC, would serve as the asset manager of the second fund and
would be entitled to the same management fees and percentage of
profits as Stonehenge Mezzanine Partners LLC under the initial
fund. Through December 31, 2007, Stonehenge Mezzanine
Partners LLC has received management fees from Huntington
Mezzanine Opportunities, Inc. in the aggregate of $6,123,174 and
has earned $7,565,581 as a percentage of profits. Michael J.
Endres, a director of Huntington, has a 12.56667% equity
interest in Stonehenge Mezzanine Partners LLC.
The Huntington National Bank has a $10 million commitment
for an equity investment in the Stonehenge Opportunity
Fund II, LP, a $150 million investment fund and
referred to as the Fund, which was organized on
September 30, 2004. The Fund operates as a Small
Business Investment Company licensed by the Small Business
Administration. The Fund seeks to generate long-term capital
appreciation by investing in equity and, in certain cases,
mezzanine securities of a diverse portfolio of companies across
a variety of industries. Management of Huntington and The
Huntington National Bank determined that the investment would
provide a cost effective means to participate in financing small
businesses, provide a means of obtaining lending or investment
credits under the Community Reinvestment Act and generally be
favorable to Huntington. The Fund is
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managed by Stonehenge Partners, Inc., an investment firm of
which Michael J. Endres is a principal and holds a 9.8% equity
interest. The Fund pays to Stonehenge Partners, Inc. management
fees not to exceed on an annual basis 2.00% of the aggregate of
private capital commitments and Small Business Administration
debentures of the Fund. In addition, Stonehenge Partners, Inc.
is the controlling entity of Stonehenge Equity Partners, LLC,
which serves as managing member of the Fund.
Review,
Approval or Ratification of Transactions with Related
Persons
The Nominating and Corporate Governance Committee of the board
of directors oversees Huntingtons Related Party
Transactions Review and Approval Policy, referred to as the
Policy. This written Policy covers related party
transactions, including any financial transaction,
arrangement or relationship or any series of similar
transactions, arrangements or relationships, either currently
proposed or since the beginning of the last fiscal year in which
Huntington was or is to be a participant, involves an amount
exceeding $120,000 and in which a director, nominee for
director, executive officer or immediate family member of such
person has or will have a direct or indirect material interest.
The Policy requires Huntingtons senior management and
directors to notify the general counsel of any existing or
potential related party transactions. The general
counsel reviews each reported transaction, arrangement or
relationship that constitutes a related party
transaction with the Nominating and Corporate Governance
Committee. The Nominating and Corporate Governance Committee
determines whether or not related party transactions
are fair and reasonable to Huntington. The Nominating and
Corporate Governance Committee also determines whether any
related party transaction in which a director has an
interest impairs the directors independence. Approved
related party transactions are subject to on-going
review by Huntingtons management on at least an annual
basis. Loans to directors and executive officers and their
related interests made and approved pursuant to the terms of
Federal Reserve Board Regulation O are deemed approved
under this policy. Any such loans that become subject to
specific disclosure in Huntingtons annual proxy statement
will be reviewed by the Nominating and Corporate Governance
Committee at that time. The Nominating and Corporate Governance
Committee would also consider and review any transactions with a
shareholder having beneficial ownership of more than 5% of
Huntingtons voting securities in accordance with the
Related Party Transaction Review and Approval Policy.
Independence
of Directors
The board of directors and the Nominating and Corporate
Governance Committee have reviewed and evaluated transactions
and relationships with board members to determine the
independence of each of the members. The board and the
Nominating and Corporate Governance Committee have determined
that a majority of the boards members are
independent directors as the term is defined in the
Nasdaq Stock Market Marketplace Rules. The directors determined
to be independent under such definition are: Raymond J. Biggs,
Don M. Casto III, Marylouise Fennell, John B. Gerlach, Jr.,
D. James Hilliker, David. P. Lauer, Jonathan A. Levy, Wm. J.
Lhota, Gene E. Little, Gerard P. Mastroianni, David L. Porteous
and Kathleen H. Ransier. The board of directors has determined
that each member of the Audit, Compensation, and Nominating and
Corporate Governance Committees is independent under such
definition and that the members of the Audit Committee are
independent under the additional, more stringent NASD
requirements applicable to audit committee members. The board of
directors does not believe that any of its non-employee members
has relationships with Huntington that would interfere with the
exercise of independent judgment in carrying out his or her
responsibilities as director.
In making the independence determinations for each of the
directors under such definition, the board of directors took
into consideration the transactions disclosed above. In
addition, the board of directors considered that the directors
and their family members are customers of Huntingtons
affiliated financial and lending institutions. Many of the
directors have one or more transactions, relationships or
arrangements where Huntingtons affiliated financial and
lending institutions, in the ordinary course of business, act as
depository of funds, lender or trustee, or provide similar
services. In addition, directors may also be affiliated with
entities which are customers of Huntingtons affiliated
financial and lending institutions and which enter into
transactions with such affiliates in the ordinary course of
business.
Board
Meetings and Committees, Lead Director
The board of directors has separate standing Audit,
Compensation, Executive, Nominating and Corporate Governance,
Pension Review and Risk Committees. From time to time the board
of directors may appoint ad hoc committees. Each standing
committee has a separate written charter. Current copies of the
committee charters are posted on the Investor Relations pages of
Huntingtons website at www.huntington.com. The
board of directors appointed David L. Porteous as Lead Director
in November 2007.
In addition, the board of directors has adopted a corporate
governance program which includes Corporate Governance
Guidelines and a Code of Business Conduct and Ethics. The Code
of Business Conduct and Ethics applies to all employees and,
where applicable, to directors of Huntington and its affiliates.
Huntingtons chief executive officer, chief financial
officer,
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corporate controller, and principal accounting officer are also
bound by a Financial Code of Ethics for Chief Executive Officer
and Senior Financial Officers. The Code of Business Conduct and
Ethics and the Financial Code of Ethics for Chief Executive
Officer and Senior Financial Officers are posted on the Investor
Relations pages of Huntingtons website at
www.huntington.com.
The Corporate Governance Guidelines provide that attendance at
board of directors and committee meetings is of utmost
importance. Directors are expected to attend the annual
shareholders meetings and at least 75% of all regularly
scheduled meetings of the board of directors and committees on
which they serve. During 2007, the board of directors held a
total of eleven regular and special meetings. Each director
attended greater than 75% of the meetings of the full board of
directors and the committees on which he or she served.
Ten of the eleven members of the board then serving (all ten
members continuing in office) attended the 2007 annual meeting
of shareholders.
Shareholders who wish to send communications to the board of
directors may do so by following the procedure set forth on the
Investor Relations pages of Huntingtons website at
www.huntington.com.
Board
Committees
The table below indicates the standing committees of the board,
the committee members, and the number of times the committees
met in 2007.
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Nominating
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& Corporate
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Pension
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Compensation
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Executive
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Governance
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Review
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Committee Members(1)
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Audit Committee
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Committee
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Committee
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Committee
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Committee
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Risk Committee
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Raymond J. Biggs
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Member
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Member
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Don M. Casto III
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Member
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Chair
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Chair
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Member
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Michael J. Endres
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Member
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Member
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Marylouise Fennell
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Member
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Member
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Chair
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John B. Gerlach, Jr.
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Chair
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Member
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Member
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D. James Hilliker
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Member
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Thomas E. Hoaglin
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Member
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David P. Lauer
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Chair
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Jonathan A. Levy
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Member
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Member
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Wm. J. Lhota
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Chair
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Gene E. Little
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Member
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Gerard P. Mastroianni
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Member
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David L. Porteous
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Member
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Kathleen H. Ransier
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Member
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Number of Meetings
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8
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4
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0
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3
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2
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6
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Audit Committee. A primary responsibility of
the Audit Committee is to oversee the integrity of
Huntingtons consolidated financial statements, including
policies, procedures, and practices regarding the preparation of
financial statements, the financial reporting process,
disclosures, and the internal control over financial reporting.
The Audit Committee also provides assistance to the board of
directors in overseeing the internal audit division and the
independent registered public accounting firms
qualifications and independence; compliance with
Huntingtons Financial Code of Ethics for the chief
executive officer and senior financial officers; and compliance
with corporate securities trading policies.
The board of directors has determined that each of David P.
Lauer, Chairman of the Audit Committee, and Gene E. Little
qualifies as an audit committee financial expert as
the term is defined in the SEC rules. Both Mr. Lauer and
Mr. Little are determined to be independent
directors as the term is defined in the Nasdaq Stock
Market Marketplace Rules. Designation of Mr. Lauer and
Mr. Little as audit committee financial experts by the
board of directors does not impose any duties, obligations or
liabilities on them that are greater than the duties,
obligations and liabilities imposed on the other members of the
Audit Committee. The SEC has determined that a person who is
identified as an audit committee financial expert
will not be deemed an expert for any purpose as a result of such
designation.
6
Report
of the Audit Committee
The following Audit Committee Report should not be deemed
filed or incorporated by reference into any other document,
including Huntingtons filings under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent Huntington specifically
incorporates the Audit Committee Report into any such filing by
reference.
In carrying out its duties, the Audit Committee has reviewed and
discussed the audited consolidated financial statements for the
year ended December 31, 2007 with Huntington management and
with Huntingtons independent registered public accounting
firm, Deloitte & Touche LLP. This discussion included
the selection, application and disclosure of critical accounting
policies. The Audit Committee has also reviewed with
Deloitte & Touche LLP its judgment as to the quality,
not just the acceptability, of Huntingtons accounting
principles and such other matters required to be discussed under
auditing standards generally accepted in the United States,
including Statement on Auditing Standards No. 61, as
amended, Communications with Audit Committees (AICPA,
Professional Standards, Vol. 1. AU section 380.)
In addition, the Audit Committee has reviewed the written
disclosures and letter from Deloitte & Touche LLP
required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees and has
discussed with Deloitte & Touche LLP its independence
from Huntington. Based on this review and discussion, and a
review of the services provided by Deloitte & Touche
LLP during 2007, the Audit Committee believes that the services
provided by Deloitte & Touche LLP in 2007 are
compatible with and do not impair Deloitte & Touche
LLPs independence.
Based on these reviews and discussions, the Audit Committee
recommended to the board of directors that the audited
consolidated financial statements be included in
Huntingtons Annual Report on
Form 10-K
for the year 2007 for filing with the SEC.
Audit Committee
David P. Lauer, Chairman
Gene E. Little
Gerard P. Mastroianni
David L. Porteous
Compensation Committee. The Compensation
Committee periodically reviews and approves Huntingtons
goals and objectives with respect to the compensation of the
chief executive officer and other executive management. The
Compensation Committee evaluates the performance of the chief
executive officer and other executive management in light of
such goals and objectives, and sets their compensation levels
based on such evaluation. The Compensation Committee also
advises the board of directors with respect to compensation for
service by non-employee directors on the board of directors and
its committees. This Compensation Committee also makes
recommendations to the board of directors with respect to
Huntingtons incentive compensation plans and equity-based
plans, oversees the activities of the individuals and committees
responsible for administering these plans, and discharges any
responsibility imposed on the Compensation Committee by any of
these plans.
Huntington designs its executive and director compensation
programs through a combined effort among Huntington management,
the Compensation Committee and a third-party compensation
consultant. Huntingtons management, including the chief
executive officer, may make recommendations to the Compensation
Committee with respect to the amount and form of executive and
director compensation. Huntingtons chief executive officer
and chief financial officer make recommendations to the
Compensation Committee when it sets specific financial measures
and goals for determining incentive compensation. The chief
executive officer also makes recommendations to the Compensation
Committee regarding the performance and compensation of his
direct reports, which include the executive officers.
Huntington has retained the services of a third-party consultant
through Watson Wyatt & Company to provide consulting
services to the Compensation Committee. The Compensation
Committee has direct access to the consultant and may engage the
consultant on an as needed basis for advice with respect to the
amount and form of executive and director compensation. In
addition, from time to time, the consultant provides information
and analysis to Huntingtons management at its request for
use by the Compensation Committee.
The Compensation Committee has the resources and authority
appropriate to discharge its duties and responsibilities,
including the authority to select, retain, terminate and approve
fees and other retention terms of advisors, including an outside
compensation consultant. The Compensation Committee may delegate
all or a portion of its duties and responsibilities to a
subcommittee of the Compensation Committee, or in accordance
with the terms of a particular compensation plan. The
Compensation Committee may not however delegate the
determination of compensation for executive officers. The
Compensation Committee may obtain the approval of the board of
directors for equity incentive awards in order to qualify such
awards under
Rule 16b-3
of the Securities and Exchange Commission.
7
Compensation
Committee Interlocks and Insider Participation
Huntington has no Compensation Committee interlocks. In
addition, no member of the Compensation Committee has been an
officer or employee of Huntington.
Compensation
Committee Report
The following Compensation Committee Report should not be
deemed filed or incorporated by reference into any other
document, including Huntingtons filings under the
Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent Huntington specifically incorporates this
Report into any such filing by reference.
The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis contained in this Proxy
Statement with management. Based on this review and discussion,
the Compensation Committee recommended to the board of directors
that the Compensation Discussion and Analysis be included in
Huntingtons proxy statement for its 2008 annual meeting of
shareholders.
Compensation Committee
John B. Gerlach, Jr., Chairman
Don M. Casto, III
Marylouise Fennell
D.James Hilliker
Nominating and Corporate Governance
Committee. The Nominating and Corporate
Governance Committees primary responsibilities are to
review annually the composition of the board of directors to
assure that the appropriate knowledge, skills, and experience
are represented, in the Nominating and Corporate Governance
Committees judgment, and to assure that the composition of
the board of directors complies with applicable laws and
regulations; review the qualifications of persons recommended
for board of directors membership, including persons recommended
by shareholders; discuss with the board of directors standards
to be applied in making determinations as to the independence of
directors; and review annually the effectiveness of the board of
directors, including but not limited to, considering the size of
the board of directors and the performance of individual
directors as well as collective performance of the board of
directors. The Nominating and Corporate Governance Committee
reviews and approves related party transactions. Other primary
responsibilities of the Nominating and Corporate Governance
Committee include reviewing and making appropriate changes to
the Corporate Governance Guidelines and the Code of Business
Conduct and Ethics for Huntingtons directors, officers and
employees.
Director
Nomination Process
Each person recommended by the Nominating and Corporate
Governance Committee for nomination to the board of directors
must be an active leader in his or her business or profession
and in his or her community. Diversity is considered by the
Nominating and Corporate Governance Committee when evaluating
nominees because the board of directors believes that board
membership should reflect the diversity of Huntingtons
markets. The Nominating and Corporate Governance Committee
evaluates potential nominees, including persons recommended by
shareholders, in accordance with these standards which are part
of the Corporate Governance Guidelines. From time to time the
Nominating and Corporate Governance Committee may develop
specific additional selection criteria for board membership,
taking into consideration current board composition and ensuring
that the appropriate knowledge, skills and experience are
represented. There are no specific additional criteria at this
time. Huntington generally does not, and during 2007, did not,
pay any third parties to identify or evaluate, or assist in
identifying or evaluating, potential nominees.
Shareholders who wish to recommend director candidates for
consideration by the Nominating and Corporate Governance
Committee may send a written notice to the Secretary at
Huntingtons principal executive offices. The notice should
indicate the name, age, and address of the person recommended,
the persons principal occupation or employment for the
last five years, other public company boards on which the person
serves, whether the person would qualify as independent as the
term is defined under the Marketplace Rules of the Nasdaq Stock
Market, and the class and number of shares of Huntington
securities owned by the person. The Nominating and Corporate
Governance Committee may require additional information to
determine the qualifications of the person recommended. The
notice should also state the name and address of, and the class
and number of shares of Huntington securities owned by, the
person or persons making the recommendation. There have been no
material changes to the shareholder recommendation process since
the last disclosure of this item.
8
Other Standing Committees. The Executive
Committee considers matters brought before it by the chief
executive officer. This Committee also considers matters and
takes action that may require the attention of the board of
directors or the exercise of the powers or authority of the
board of directors in the intervals between meetings of the
board of directors. The Pension Review Committee provides
recommendations to the board of directors in connection with
actions taken by the board of directors in fulfillment of the
duties and responsibilities delegated to Huntington
and/or the
board of directors pursuant to the provisions of
Huntingtons retirement plans. In addition, the Pension
Review Committee acts on behalf of the board of directors in
fulfilling such duties and responsibilities as are delegated by
written action of the board of directors. The Pension Review
Committee also takes such actions as are specifically granted to
the Pension Review Committee pursuant to retirement plan
documents. The Risk Committee assists the board of directors in
overseeing Huntingtons enterprise-wide risks, including
credit, market, operational, compliance and fiduciary risks.
Towards this end, the Risk Committee monitors the level and
trend of key risks, managements compliance with
board-established risk tolerances and Huntingtons risk
policy framework. The Risk Committee also oversees material
pending litigation, monitors whether material new initiatives
have been appropriately analyzed and approved, and reviews all
regulatory findings directed to the attention of the board of
directors and the adequacy of managements response.
Ownership
of Voting Stock
The beneficial ownership of Huntington common stock as of
December 31, 2007, by each of Huntingtons directors,
nominees for director, five named executive officers, directors
as a group, executive officers as a group, and directors and
executive officers as a group, is set forth below.
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Shares of
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Percent
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Common Stock
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of
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Name of Beneficial Owner
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Beneficially Owned(1)
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Class
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Marty E. Adams
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1,263,953
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(2)(3)
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*
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Daniel B. Benhase
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331,786
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(3)
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*
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Raymond J. Biggs
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1,783,240
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(2)(4)
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*
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Don M. Casto III
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443,789
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(2)(4)
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*
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Michael J. Endres
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64,181
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(4)
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*
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Marylouise Fennell
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31,397
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*
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John B. Gerlach, Jr.
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1,671,556
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(2)(4)
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*
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Thomas E. Hoaglin
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1,571,330
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(2)(3)
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*
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D. James Hilliker
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236,722
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(2)(4)
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*
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Donald R. Kimble
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113,806
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(3)
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*
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David P. Lauer
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41,544
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(2)
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*
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Jonathan A. Levy
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178,318
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(2)
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*
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Wm. J. Lhota
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126,269
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(2)(4)
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*
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Gene E. Little
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11,910
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(2)(4)
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*
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Gerard P. Mastroianni
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143,527
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(2)
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*
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James W. Nelson
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75,777
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(3)
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*
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David L. Porteous
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441,695
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(2)(4)
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*
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Kathleen H. Ransier
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24,909
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(2)
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*
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Directors as a group (15 in group)
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8,034,340
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(2)(3)(4)
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1.42
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%
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Executive Officers as a group (8 in group)
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3,958,566
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(2)(3)
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1.07
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%
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Directors and Executive Officers as a group (21 in group)
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9,157,623
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(2)(3)(4)
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1.70
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%
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* |
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Indicates less than 1%. |
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(1) |
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Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission which generally
attribute beneficial ownership of securities to persons who
possess sole or shared voting power and/or investment power with
respect to those securities. Except as otherwise noted, none of
the named individuals shares with another person either voting
or investment power as to the shares reported. None of the
shares reported are pledged as security. Figures include the
number of shares of common stock which could have been acquired
within 60 days of December 31, 2007, under stock
options as set forth below. The stock option shares reported for
Ms. Fennell and Messrs. Hilliker, Levy and
Mastroianni, and 711,484 option shares reported for
Mr. Adams, were awarded under stock option plans of Sky
Financial (or |
9
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its predecessors) and converted to Huntington options. The rest
of the reported stock options were awarded under
Huntingtons stock option plans. |
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Mr. Adams
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843,484
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Mr. Kimble
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91,073
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Mr. Benhase
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305,935
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Mr. Lauer
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21,667
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Mr. Biggs
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21,667
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Mr. Levy
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126,265
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Mr. Casto
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61,937
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Mr. Lhota
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61,937
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Mr. Endres
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21,667
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Mr. Mastroianni
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98,721
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Ms. Fennell
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25,902
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Mr. Nelson
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|
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65,869
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Mr. Gerlach
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55,282
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Mr. Porteous
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14,167
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Mr. Hilliker
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|
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93,611
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|
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Ms. Ransier
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21,667
|
|
Mr. Hoaglin
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|
|
1,349,024
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|
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All Executive Officers as a Group
|
|
|
3,211,246
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|
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(2) |
|
Figures include 57,414 shares, 15,277 shares,
11,779 shares, 50,812 shares, 7,993 shares
5,380 shares, 16,143 shares, 3,184 shares,
78,322 shares, and 1,621 shares of common stock owned
by members of the immediate families or family trusts of
Messrs. Adams, Biggs, Casto, Gerlach and Hilliker, Lauer,
Levy, Little and Porteous, and Ms. Ransier, respectively;
1,728,838 shares, 1,488,811 shares, 1,762 shares,
2,766 shares owned by various corporations and partnerships
attributable to Messrs. Biggs, Gerlach, Levy, and
Mastroianni; and 77,400 shares owned jointly by
Mr. Hoaglin and his spouse, 16,777 shares owned
jointly by Mr. Lhota and his spouse, and
290,044 shares owned jointly by Mr. Porteous and his
spouse. |
|
(3) |
|
Figures include the following shares of common stock held as of
December 31, 2007 in Huntingtons Supplemental Stock
Purchase and Tax Savings Plan: 3,055 for Mr. Benhase,
18,464 for Mr. Hoaglin, 2,141 for Mr. Kimble, 5,410
for Mr. Nelson and 42,811 for all executive officers as a
group. Prior to the distribution from this plan to the
participants, voting and dispositive power for the shares
allocated to the accounts of participants is held by The
Huntington National Bank, as trustee of the plan. Figures also
include the following shares of common stock held as of
December 31, 2007 in Huntingtons Executive Deferred
Compensation Plan: 84,730 for Mr. Hoaglin and 89,549 for
all executive officers as a group. Prior to the distribution
from this plan to the participants, voting power for the shares
allocated to the accounts of participants is held by The
Huntington National Bank, as trustee of the plan.
Mr. Adams total includes 9, 888 shares held in
the Sky Financial Group Inc. Profit Sharing, 401(k), and ESOP
Plan and 52,463 shares held in the Sky Financial Group,
Inc. Non-Qualified Retirement Plan II. |
|
(4) |
|
Figures include the following shares of common stock held as of
December 31, 2007, in Huntingtons deferred
compensation plans for directors: 12,958 for Mr. Biggs,
122,526 for Mr. Casto, 10,514 for Mr. Endres, 26,627
for Mr. Gerlach, 5,790 for Mr. Lhota, 4,124 for
Mr. Little and 12,169 for Mr. Porteous. Prior to the
distribution from the deferred compensation plans to the
participants, voting and dispositive power for the shares
allocated to the accounts of participants is held by The
Huntington National Bank, as trustee of the plans.
Mr. Hillikers total includes 8,989 shares held
in the Sky Financial Group, Inc. Non-Qualified Retirement Plan
II, and Mr. Littles total includes 2,602 shares
held in the Unizan Deferred Compensation Plan. |
As of December 31, 2007, no person was known by Huntington
to be the beneficial owner of more than 5% of the outstanding
shares of Huntington common stock, except as follows:
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Name and Address
|
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Shares of Common Stock
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of Beneficial Owner
|
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Beneficially Owned(1)
|
|
|
Percent of Class
|
|
|
Barclays Global Investors, NA
|
|
|
19,723,966
|
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|
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5.39
|
%
|
45 Fremont Street,
San Francisco, CA 94105
|
|
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|
|
|
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|
|
|
|
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(1) |
|
This information is based on a Schedule 13G filed by
Barclays Global Investors, NA on February 5, 2008. Barclays
Global Investors, NA, Barclays Global Fund Advisors,
Barclays Global Investors, LTD, Barclays Global Investors Japan
Limited, and Barclays Global Investors Canada Limited share
voting power over 18,182,081 of the shares and share dispositive
power over all of the shares. These shares are held in trust
accounts for the economic benefit of the beneficiaries of those
accounts. |
As of December 31, 2007, all executive officers as a group owned
100 shares of Class C Preferred Stock, $25.00 par
value, issued by Huntington Preferred Capital, Inc., a
subsidiary of Huntington, which was less than 1% of the
Class C Preferred Stock outstanding.
10
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires Huntingtons officers, directors, and
persons who are beneficial owners of more than ten percent of
Huntington common stock to file reports of ownership and changes
in ownership with the SEC. Reporting persons are required by SEC
regulations to furnish Huntington with copies of all
Section 16(a) forms filed by them. In connection with the
merger with Sky Financial, Mr. Adams received an award of
restricted stock that vested in monthly installments beginning
on July 31, 2007, all of which vested upon his termination
on December 31, 2007. Pursuant to the terms of the award,
shares could be withheld by the company upon vesting in order to
cover the associated tax liability. Due to administrative error,
six exempt share withholdings were not reported on Form 4
but were reported on Form 5. Otherwise, to the best of its
knowledge, and following a review of the copies of
Section 16(a) forms received by it, Huntington believes
that during 2007 all filing requirements applicable for
reporting persons were met.
Compensation
Discussion & Analysis
This Compensation Discussion and Analysis discusses the
compensation awarded to, earned by, or paid to the five named
executive officers whose compensation is detailed in this proxy
statement. These named executive officers are the chief
executive officer, the chief financial officer and the other
three most highly compensated executive officers as of
December 31, 2007 as listed in the Summary Compensation
Table.
Compensation Philosophy and Objectives
Huntingtons executive compensation programs are designed
to balance the following key compensation objectives:
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ensure a strong linkage between corporate, business unit and
individual performance and pay;
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integrate with Huntingtons annual and long-term strategic
goals and tie awards to the levels of performance achieved, with
opportunities to earn maximum awards for maximum performance;
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encourage the alignment of senior managements goals with
those of shareholders with the ultimate goal of increasing
overall shareholder value; and
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attract and retain high quality key executives necessary to lead
the company and provide continuity of management.
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The company strives to provide an overall compensation package
that is commensurate with the executives responsibilities,
experience and demonstrated performance and to align the total
compensation opportunity with those of peer organizations.
Huntingtons executive compensation philosophy and
objectives are reflected in the structure of Huntingtons
compensation programs for senior management which consist of the
following components:
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base salary
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annual incentive awards
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long-term incentive awards
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benefits
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fringe benefits.
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Of these components, annual incentive awards, long-term
incentive awards, and increases to base salary are dependent on
individual
and/or
company performance and competitive pay within the market.
Annual incentive awards and long-term incentive awards are
closely linked to the companys operating performance
compared with Huntingtons strategic plans for each plan
year or plan cycle.
Huntingtons compensation policies and programs are
generally the same for all executive officers; however, the
actual amounts paid and potential incentive opportunities vary
depending upon the executives role and scope of
responsibility. For example, Mr. Hoaglin has a higher base
salary and higher potential award opportunities because of his
role as chief executive officer. In addition,
Mr. Hoaglins annual cash incentive compensation is
tied to overall corporate performance, whereas other named
executive officers have components of their award tied to
personal performance. Mr. Hoaglin also is held to a higher
stock ownership guideline reflecting his increased stake in
Huntingtons performance. Huntingtons stock ownership
guidelines for senior management are discussed below.
11
Huntington strives to balance its compensation philosophy with
the goal of achieving maximum deductibility under Internal Code
Revenue 162(m). Huntington also takes into consideration
Internal Revenue Code Section 409A with respect to
non-qualified deferred compensation programs, and Financial
Accounting Standards Board Statement No. 123(R),
Share-Based Payment (FAS 123(R)) in administering its
equity compensation program.
Compensation
Components
Base salary is an important factor in attracting and retaining
key personnel. Base salary is also significant because it serves
as the basis for determining eligible levels for certain
benefits and it is used for the calculation for key executive
programs for which awards are determined as a multiple or
percentage of base salary. Huntington does not have a set policy
to target compensation at a specific level of compensation in
the market, however, Huntington typically positions base
salaries for executive officers to fall between the
50th and 75th market percentile.
Cash incentive awards may be earned on an annual basis under the
Management Incentive Plan. Awards are earned when specific,
pre-determined goals are met in the short-term (one year). This
plan aligns executive officers and other participants with
common short-term corporate goals, which can change from year to
year depending on Huntingtons strategic direction. The
Management Incentive Plan, which was approved by the
shareholders, provides a number of key performance criteria for
corporate performance which the Compensation Committee can
select from annually to set financial performance goals.
Executive officers are also eligible to earn long-term incentive
compensation, consisting of equity awards and long-term
performance awards in a combination of stock and cash. The value
of equity awards increases as the value of the underlying common
stock increases. Long-term performance awards are payable in
recognition of achievement of Huntingtons goals over a
period of time typically a three year period.
Huntingtons equity awards program for senior management
consists of a mix of restricted stock units, referred to as RSUs
and stock options. RSUs offer a strong emphasis on executive
retention and continuity and have certain advantages for
Huntington, as explained in greater detail below. The long term
incentive strategy is described in more detail in a later
section of this discussion.
The opportunity to earn annual incentive awards in cash and
long-term awards in a combination of cash and stock provides a
mix of variable compensation that integrates the Companys
short-term and long-term goals, as well as helps to attract and
retain executive officers. Huntington does not currently have a
set policy for dividing the aggregate amount of an
executives compensation between cash and non-cash
compensation or between short-term and long-term awards except
as reflected in market competitive practices. Huntingtons
focus is on total compensation.
Executive officers also participate in the same benefit programs
generally available to all employees. In addition, Huntington
has a supplemental defined contribution plan and a supplemental
defined benefit pension plan for officers whose income exceeds
the limits established by the Internal Revenue Service.
Individuals are nominated for participation in these two benefit
plans by Huntingtons management and must be approved by
the Compensation Committee.
Huntington also offers additional fringe benefits to certain
senior officers including tax and financial planning services
and paid parking. For Mr. Hoaglin, Huntington also provides
security monitoring for his personal residence and occasional
personal use of a private airplane. All of the named executive
officers are eligible to defer certain compensation under
Huntingtons Executive Deferred Compensation Plan. In
addition, all have an Executive Agreement with Huntington, which
provides income continuation security and benefit protection in
the event of any change in control of Huntington.
Recoupment
Policy
On July 17, 2007, Huntingtons board of directors
adopted a recoupment policy. If the board determines that gross
negligence, intentional misconduct or fraud by a current or
former executive officer caused or partially caused the company
to have to restate all or a portion of its financial statements,
the board may require repayment of a portion or all of any
incentive-based compensation paid
and/or
effect the cancellation of any unvested restricted stock if the
amount or vesting of the incentive compensation was calculated
based upon or contingent upon the achievement of financial or
operating results that were the subject of or affected by the
restatement and the amount or vesting of the incentive-based
compensation would have been less had the financial statements
been correct. Any recoupment would be at the boards
discretion and would be to the extent permitted by law and the
companys benefit plans, policies and agreements. This
recoupment policy is in addition to the forfeiture and
recoupment provisions contained in the 2007 Stock and Long-Term
Incentive Plan.
12
Employment
Agreements
In connection with the merger with Sky Financial, Huntington
entered into a new employment agreement with Thomas E. Hoaglin
and an employment agreement with Marty E. Adams, each with a
term commencing upon completion of the merger on July 1,
2007. Mr. Adams has terminated his employment agreement
effective December 31, 2007.
Employment
Agreement with Thomas E. Hoaglin
Under the agreement with Mr. Hoaglin, from the effective
date of the merger, he will serve as the chief executive officer
of Huntington until December 31, 2009 and as chairman of
Huntington until the date of Huntingtons annual
shareholders meeting in 2011. Mr. Hoaglin will, subject to
election, continue as a member of the board of directors. During
the employment period, Mr. Hoaglin will receive an annual
base salary of at least $865,000 (his base salary at the time
the agreement was entered into), will have a target annual bonus
of no less than 100% of his annual base salary and will receive
long-term incentive and annual equity incentive awards on terms
and conditions no less favorable than those provided to other
senior executives of Huntington.
Mr. Hoaglin will be entitled to employee benefits, fringe
benefits and perquisites on a basis no less favorable than those
provided to other senior executives of Huntington. The existing
change-in-control
agreement, referred to as the Executive Agreement, between
Huntington and Mr. Hoaglin will remain in effect.
Mr. Hoaglin will be entitled to certain payments and
benefits if his employment is terminated during the term of the
employment agreement for certain reasons. These potential
payments and benefits are described under Potential Payments
Upon Termination or Change in Control below.
Employment
Agreement with Marty E. Adams
Although Mr. Adams has since terminated employment with
Huntington, his employment agreement provided that he would
serve as president and chief operating officer of Huntington
until December 31, 2009 and succeed to president and chief
executive officer of Huntington thereafter until
Huntingtons annual shareholders meeting in 2011.
Mr. Adams would also serve as a member of the Huntington
board of directors. While serving as president and chief
operating officer, Mr. Adams would receive annual base
salary at a rate of at least 80% of Mr. Hoaglins
annual base salary, but in no event less than $692,000.
Mr. Adams would have a target bonus of not less than 100%
of his base salary and no less than 80% of
Mr. Hoaglins bonus for the applicable year and would
receive long-term incentive and annual equity incentive awards
with a value of no less than 80% of those awarded to
Mr. Hoaglin.
Mr. Adams would be entitled to employee benefits, fringe
benefits and perquisites on a basis no less favorable than those
provided to other senior executives of Huntington. As of
completion of the merger, Mr. Adams was eligible to
participate in Huntingtons non-qualified deferred
compensation plans and would receive service credit for his
recognized service with Sky Financial for purpose of eligibility
and vesting, but not benefit accrual, under such plans and under
Huntingtons post-retirement welfare plans.
In addition, the employment agreement provided that, following
the merger, Huntington would pay Mr. Adams an amount which
was approximately equal to the cash severance that was payable
to Mr. Adams upon a termination without cause
or for good reason within two years of a change in
control of Sky under his then existing employment agreement with
Sky. Huntington agreed that this amount would be paid and
provided to him as follows: (i) $4 million in a lump
sum within 30 days after completion of the merger and
(ii) an award of restricted stock with a fair market value,
as of the grant date, equal to approximately $5,038,489. The
terms of the award provided that the restricted stock would vest
in equal monthly installments at the end of each calendar month
through December 31, 2009, subject to acceleration on
certain terminations of employment and change in control
transactions. Pursuant to the employment agreement, Huntington
also entered into an Executive Agreement with Mr. Adams,
similar to the Executive Agreement between Huntington and
Mr. Hoaglin, to be effective with respect to transactions
that would constitute a change of control of Huntington
occurring following completion of the merger.
In the event that, during the term, Mr. Adamss
employment was terminated for certain reasons, he would be
entitled to certain payments and benefits. Mr. Adams
termination effective December 31, 2007, triggered the
payments and benefits as described under Potential Payments Upon
Termination or Change in Control below.
13
Stock
Ownership Guidelines
Consistent with the objective to align senior managements
goals with those of shareholders, and to reinforce, for both the
investing public and employees, senior managements
commitment to the company, the Compensation Committee has
adopted stock ownership guidelines for key Huntington executives
who are viewed as critical to the companys success. Each
officer has five years to meet a specified minimum level of
share ownership which was derived based on a multiple of his or
her base salary. The multiple for Mr. Hoaglin is, and
Mr. Adams was, 5 times base salary. For the other named
executive officers, the requirement is 2 times base salary. To
determine the individual ownership guidelines, the product of
the multiple of salary and salary at the date the executive is
made subject to the guidelines is divided by the fair market
value, referred to as FMV, of Huntingtons stock price on
that date. The guidelines in terms of multiple of salary and
number of shares are set forth below.
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Ownership Guidelines (As
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Ownership Guidelines (In
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Executive
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a Multiple of Salary)
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Shares)(1)
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Thomas E. Hoaglin
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5X
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176,521
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Donald R. Kimble
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2X
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32,134
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Marty E. Adams
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5X
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181,159
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James W. Nelson
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2X
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31,705
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Daniel B. Benhase
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2X
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27,164
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(1) |
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The guidelines for Mr. Adams were determined as of
July 23, 2007 when the FMV of a share of Huntington common
stock was $20.01. The guidelines for each of the other named
executive officers were determined as of July 18, 2006,
when the FMV was $23.34. |
If guidelines are not met by July 18, 2011, the continuing
officers will be required to defer at least 50% of any annual
bonus earned and invest the deferral in Huntington stock. Shares
held in Huntingtons benefits programs, including deferred
compensation, and shares owned outside these plans will be
counted for purposes of meeting ownership guidelines. The
Compensation Committee retains the right to modify or adjust the
ownership targets and time frames established for compliance
under these guidelines, on an individual or aggregate basis, as
may be necessary or desirable in the Compensation
Committees discretion based on events or circumstances.
The Compensation Committee has not currently adopted a policy
regarding an officers hedging of the economic risk
associated with the ownership of employer stock.
Determination
of Compensation
Benchmarking
In determining compensation, Huntington regularly utilizes
information on peer banks for comparative analysis relative to
levels of compensation, financial performance, stock usage
metrics and other key data. The peer banks used for comparative
analysis are determined annually and used throughout the year
when data is available for the peer bank. Because
Huntingtons asset size grew by approximately 55% with the
acquisition of Sky Financial, Huntington reviewed and revised
the peer group for 2007 with the help of the outside
compensation consultant with Watson & Wyatt. The
revised peer group provides for better comparisons with the
organizations increased size. The general philosophy for
selecting peer banks remained the same. Two categories of peer
banks are determined.
Primary Peers are those banks that represent the
best market comparators for Huntington in terms of size (as an
indicator for scope of responsibility) and mix of businesses.
The process began with the selection of U.S. based publicly
traded banks with assets as of December 31, 2006, ranging from
approximately one-half of Huntingtons assets (following
the Sky Financial merger) to approximately twice the amount of
Huntingtons assets. This initial group of banks was then
reviewed based upon business mix. Banks with a significantly
different business mix and those under foreign ownership were
dropped from the group. The resulting group consisted of 9
reasonably comparable banks with December 31, 2006 assets
ranging from $26.5 billion to $106 billion. In order
to enlarge the group for better comparisons, the next larger and
the next smaller banks on the list were added back for a total
of 11 Primary Peer banks.
Reference Peers were the two banks that were
immediately larger than $106 billion in assets as of
December 31, 2006 and were used to provide a frame of
reference particularly with respect to compensation practices,
the relationship of variable pay to base pay, share usage and
performance.
14
Peer
Banks Utilized During 2007
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Reference Peers
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Primary Peers
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National City
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BB&T
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Regions Financial
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Colonial BancGroup
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Comerica
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Commerce Bancorp
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Fifth Third
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First Horizon
KeyCorp
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M&T Bank Corp
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Marshall & Ilsley
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PNC Financial Services
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Zions Bancorp
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Huntington also relies on survey data, and in 2007 utilized the
2006 Hewitt TCM Financial Services Executive Total Compensation
Survey and the 2006 Towers Perrin Financial Services Industry
Executive Compensation Data Base
U.S. Commercial Banks Report and Long-Term Incentive Plan
Report.
The Hewitt report provided data classified by industry and
Huntington utilized the data representing the banking industry.
The banking industry cut of their data consisted of 26 banks
excluding Huntington. The data was provided in two asset cuts:
$40.0 $74.9 billion and greater than
$75.0 billion. Seven of Huntingtons Peers were
included in the survey along with 19 other participants
considered part of the banking industry for this survey which
were: Ameriquest Mortgage Company, AmSouth, BMO Financial Group
(Harris Bank), Capital One Financial, Compass Bank, Countrywide
Financial, Cullen/Frost Bankers, Inc., Federal Home Loan Bank of
Atlanta, Federal Reserve Bank of Boston, HSBC Bank USA, LaSalle
Bank, Navy Federal Credit Union, The Northern
Trust Company, Peoples Bank, SunTrust Banks,
U.S. Bancorp, UnionBanCal, Wachovia and Wells Fargo.
The Towers Perrin Survey of U.S Commercial Banks Report
represented 32 banks (excluding Huntington). The banks in the
survey ranged in size from approximately $3 billion to $1
trillion, with median asset size of $52 billion. Banks were
grouped into two asset sizes as follows: less than
$50.0 billion which included 15 banks and greater than
$50 billion which included 17 banks. Eight Peers were
included in the survey and the remaining 24 banks participating
were as follows: AmSouth, Associated Banc-Corp, Bank of America,
Bank of the West, Citigroup, Commerce Bancshares, Compass
Bancshares, Cullen/Frost Bankers, Harris Bank, HSBC North
America, IndyMac, Irwin Financial, LaSalle Bank, Peoples
Bank, Sovereign Bancorp, SunTrust Banks, SVB Financial, TD Bank
North, Texas Capital Bank, U.S. Bancorp, Union Bank of
California, Wachovia, Webster Bank and Wells Fargo.
The Towers Perrin Long-Term Incentive Report represented all of
the banks listed above in the Towers Perrin U.S. Commercial
Banks Report including eight Peers with the exception of
Cullen/Frost Bankers. In addition, the following financial
institutions were included in the report: First Midwest Bancorp,
Guaranty Bank, Home Federal Savings Bank, National City and UCBH
Holdings. Data from the banks and financial institutions in the
less than $50 billion asset range was reviewed along with
data for the greater than $50 billion asset size for
reference purposes.
When using data, data that fell closest to Huntingtons
asset size was used when available and data for the larger asset
groups was reviewed as reference information. Where third party
published surveys are mentioned in the following discussion, the
reference is to these surveys described above.
Base
Salary
The Compensation Committee reviews salaries for the executive
officers on an annual basis. In 2007, the Compensation Committee
reviewed Mr. Hoaglins salary in October,
Mr. Adams salary in June and the salaries of the
other named executive officers in February. The review of the
chief executive officers salary is typically later in the
year so that the proxy statement data for current Reference
Peers and Primary Peers can be compiled and considered.
For the 2007 annual salary review for the named executive
officers, Huntingtons management compiled comparative data
with respect to each named executive officers position
using the third party published surveys referenced above. The
surveys used in 2007 primarily represented financial
institutions of comparable size. The data referenced represented
the
25th
to
90th
15
percentiles of the competitive market. With respect to
Mr. Hoaglins and Mr. Adams salaries,
recent data from proxy statements for the Reference Peer and
Primary Peer banks was also compiled.
The data provided base salary comparisons as well as comparisons
for other key elements of compensation such as annual cash
awards and long-term awards. While reviewing salaries each year,
Huntington also reviews the total compensation package for each
executive officer. Huntington takes into consideration how
adjustments in base salary affect other key compensation
elements; a base salary that is too low or too high
disproportionately affects the total compensation opportunity as
the annual cash and performance awards are determined as a
percentage of base salary.
The level of compensation selected for an executive in
comparison to the market data can vary based on other relevant
factors such as individual and business unit performance, scope
of responsibility and accountability, cost of living, internal
equity, annual merit budget or any other factors deemed
important. The extent to which each of these factors is
considered may vary from executive to executive.
Mr. Hoaglin evaluates the performance of, and makes merit
recommendations for, each of the other named executive officers.
Mr. Hoaglin does not participate in the discussion of his
own salary.
The market data and annual merit recommendations are reviewed by
the compensation consultant. The consultant provides comments
and analysis to the Committee and is available for discussion
and questions.
For 2007, the Compensation Committee was also provided with a
complete history of merit increases for each named executive
officer along with history of annual cash bonuses and any awards
under Huntingtons stock programs in order to have a
complete view of previous decisions and actions and of other
elements of compensation. The decisions to adjust the base
salaries are discussed below under Discussion of 2007
Compensation.
Annual
Cash Incentive Awards
In February of each year, the Compensation Committee establishes
the performance criteria and weightings, the performance goals
at various levels of performance and the potential awards under
the Management Incentive Plan for that year. Huntingtons
fiscal year is the calendar year. For 2007, the Compensation
Committee selected earnings per share, referred to as EPS,
efficiency ratio (defined as the ratio of total non-interest
operating expense (less amortization of intangibles) divided by
total revenues (less securities gains)), and return on tangible
equity, referred to as ROTE, as the financial measures for the
plan. These measures were selected from among the corporate
performance criteria available under the plan as approved by the
shareholders, on the recommendations of the chief financial
officer and the chief executive officer. EPS and efficiency
ratio were financial measures for 2006; return on average equity
was also used in 2006 but was changed to ROTE in 2007. The chief
executive officer and the chief financial officer recommended
that these criteria were the best objective measures of
performance for Huntington for 2007 and also represented
important indicators for relative performance of Huntington when
compared to its peers. The change from ROE to ROTE reflects the
impact of purchase accounting on equity. Companies that have
recently purchased other businesses have a higher level of
recorded equity and related intangibles resulting from the
acquisitions. ROTE provides a better performance metric for peer
comparisons, as it adjusts for the impact of the intangibles.
After considering Huntingtons performance for the prior
year and the actual and expected performance of peers, the
performance goals for each of these measures were set at the
Huntingtons targeted performance goals for the year. The
compensation consultant also had the opportunity to comment on
the measures and goals. The specific performance goals for 2007
are discussed under Discussion of 2007 Compensation
below.
All participants have some portion of their awards dependent on
the selected corporate performance criteria. Potential awards
for Mr. Hoaglin and Mr. Adams were based entirely on
the selected corporate performance goals to align their
interests with those of the shareholders. This also maintains
the deductibility of the awards payable to Mr. Hogalin and
Mr. Adams under the plan in relation to Internal Revenue
Code Section 162(m). The other named executive officers
generally have additional goals based on their business unit and
specified individual initiatives (referred to as personal
performance). These business unit and individual goals are
determined by Mr. Hoaglin, as the manager of each of the
other named executive officers. The Plan also includes a
discretionary component that can be used to adjust awards, other
than awards subject to Section 162(m), up or down based on
other factors that are critical to the companys success.
The Compensation Committee approves participants for each plan
year and assigns them to one of several incentive plan groups.
The different incentive groups align award opportunities with
internal peers and market practices. Each group has award
opportunities tied to the achievement of threshold, target and
maximum performance levels. The level of achievement affects the
percentage of base salary that can be earned under the plan
components. Each incentive group also has different weightings
of the plan components described above. Mr. Hoaglin makes
recommendations to the Compensation Committee as to the specific
incentive plan group assignment for each of his direct reports,
including the other named executive officers. However,
Mr. Adams incentive group was specified by his
employment agreement.
16
The threshold award opportunities are typically set in the range
of one-third to one-half of the target award and the maximum
award opportunities are typically set as two times the target
award. It is the intent of the Compensation Committee that
maximum awards are only paid for truly exceptional performance
and goals are set accordingly. The Management Incentive Plan
allows for awards to be earned under each plan criterion and
plan component, independent of the other criteria.
Huntington annually reviews the award opportunities expressed as
a percentage of base salary and actual award amounts for the
named executive officers against data from published surveys
mentioned above and in the case of Mr. Hoaglin, against the
Peer Bank proxy statement information to ensure that the award
opportunities align with the competitive market. The
opportunities for the executive officers are targeted between
the
50th
and
75th
percentiles of the market data. The level of award opportunity
is also reviewed from a total compensation perspective. The
award opportunity at target for Messrs. Kimble, Nelson and
Benhase was 50% of base salary with a maximum opportunity equal
to 100% of base salary. Mr. Hoaglins and
Mr. Adams MIP target was set at 100%, which was the
same as the target for Mr. Hoaglin for 2006. When
performance goals are met, which means performance is at or
above the threshold for any one component, participants are
eligible to receive annual cash awards determined as a
percentage of base salary earned over the plan year.
The table below shows how each plan component for 2007 is
weighted when evaluating each of the named executive officers.
For Messrs. Kimble, Nelson and Benhase, the weighting of
the corporate components was changed from 2006 in order to place
more emphasis on corporate performance.
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Return on
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Efficiency
|
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Personal
|
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EPS
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Tangible Equity
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Ratio
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Performance
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Discretionary
|
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Thomas E. Hoaglin
|
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65
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%
|
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|
10
|
%
|
|
|
25
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
Donald R. Kimble
|
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39
|
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6
|
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15
|
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30
|
|
|
|
10
|
|
Marty E. Adams
|
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65
|
|
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10
|
|
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25
|
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0
|
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0
|
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James W. Nelson
|
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39
|
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6
|
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15
|
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30
|
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10
|
|
Daniel B. Benhase
|
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39
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6
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15
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30
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10
|
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Following the end of each plan year, the Committee determines
whether the applicable performance goals have been met. The
Committee may include or exclude extraordinary
events or other factors, events or occurrences in
determining whether a performance goal has been achieved.
Extraordinary events are defined in the MIP plan as:
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|
|
|
|
changes in tax law, generally accepted accounting principles or
other such laws or provisions affecting reported financial
results;
|
|
|
|
accruals for reorganization and restructuring programs;
|
|
|
|
special gains or losses in connection with the mergers and
acquisitions or on the sale of branches or other significant
portions of the company;
|
|
|
|
any extraordinary non-recurring items as described in APB
Opinion No. 30
and/or in
the MD&A of Financial Condition and Results of Operations
appearing or incorporated by reference in the Annual Report on
Form 10-K
filed with the SEC;
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|
|
losses on the early repayment of debt; or
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|
|
|
any other events or occurrences of a similar nature as
determined by the Committee.
|
Huntingtons chief executive officer and chief financial
officer make recommendations to the Compensation Committee as to
the inclusion or exclusion of extraordinary events and other
objective events or occurrences. As part of the certification
process, the Compensation Committee will make specific inquiries
into the relationship between the achievement of the performance
goals and any accounting adjustments recommended by management,
whose judgments could be affected by financial self-interest.
The Compensation Committee meets with representatives of the
Audit Committee and obtains input from the third party
compensation consultant in making this determination.
The Management Incentive Plan was designed in part to preserve
the deductibility of compensation paid to covered officers under
Code Section 162(m). Code Section 162(m) limits the
deductibility of non-performance based compensation in excess of
$1 million that is paid to covered officers. Code
Section 162(m) does not prohibit a company from reducing
any amount of compensation otherwise payable. As such, the
Compensation Committee has the discretion to reduce or eliminate
an award that would otherwise be payable under the Management
Incentive Plan. Except for identified covered officers, the
Compensation Committee may increase individual awards based upon
extraordinary circumstances. Notwithstanding the foregoing
discussion, the Management Incentive Plan gives the Committee
authority to provide compensation that may not be deductible
under Code Section 162(m) if the Committee believes that
such compensation would serve the best interests of Huntington.
17
In addition to cash awards under the Management Incentive Plan,
the Compensation Committee may also approve discretionary cash
bonuses outside this plan to the executive officers as the
Compensation Committee deems appropriate, such as for
extraordinary performance or for recruitment or retention
purposes.
The determination of annual cash incentive awards payable to the
named executive officers for 2007 is included in the
Discussion of 2007 Compensation below.
Long-Term
Incentive Compensation
As indicated, equity awards are a critical part of
Huntingtons compensation philosophy as they encourage the
alignment of senior managements goals with those of
shareholders, with the ultimate goal of increasing overall
shareholder value.
Huntingtons 2007 Stock and Long-Term Incentive Plan,
referred to as the 2007 Plan, which was approved by the
shareholders in 2007, provides for a variety of long-term
incentive vehicles. Opportunities are typically awarded in the
form of stock options, restricted stock units or stock and cash
under the long-term performance awards program under the 2007
Plan. The named executive officers are all eligible for each of
these types of awards provided for in the 2007 Plan.
Long-Term
Performance Awards
Huntington awards long-term performance awards under the 2007
Stock and Long-Term Incentive Plan. For cycles beginning before
2007, the long-term performance awards program operates under
the 2004 Stock and Long-Term Incentive Plan, referred to as the
2004 Plan. The Compensation Committee selects the participants
for this program and has limited participation to the most
senior executives whose performance is likely to impact
Huntingtons long-term strategic goals. Long-term
performance awards are based on Huntingtons performance
over three-year performance cycles (however the plan allows two,
three or four year cycles). These awards are payable in the form
of stock, although up to 50% of an award may be paid in cash at
the election of the participant.
The Compensation Committee selects the performance criteria and
weightings, the performance goals at various levels of
performance, and the potential awards for each cycle based on
recommendations of Huntingtons management and the input of
the compensation consultant. The 2007 Plan provides a list of
approved performance criteria from which to choose. For each new
cycle, Huntingtons chief executive officer and chief
financial officer compile long-term strategic objectives and
recommend appropriate performance measures and goals to the
Compensation Committee for final approval. The Compensation
Committee also solicits input from the Audit Committee regarding
the recommended performance criteria and goals.
The 2005 2007 cycle ended on December 31,
2007. There are currently two other cycles pending
under this program, the 2006 2008 and
2007 2009 cycles. Awards earned under any cycle will
be paid in the first quarter of the year following the end of
the respective cycle. Typically, a new cycle begins each year as
is consistent with market practices and keeps future
expectations in line with current expectations. Each cycle is
typically three years because that time frame strikes a balance
between providing a meaningful long-term award and reasonable
goal setting.
The plan performance criteria for the 2005 2007 and
2006 2008 cycles are the same. They are based on
performance goals established for average annual growth in EPS
and average ROE over the three-year period. The performance
criteria for the 2007 2009 cycle include average
annual growth in EPS and return on average annual tangible
equity (referred to as ROTE) along with a third performance
criteria which is average annual efficiency ratio. The chief
executive officer and chief financial officer determined that
these criteria were the best objective measures of performance
for Huntington for the three-year periods. These criteria
consider profitability and growth (by reviewing EPS) as well as
quality of earnings (by reviewing ROE/ROTE). The
2007 2009 cycle focuses more strongly on control of
expenses through the efficiency ratio component. The chief
executive officer and the chief financial officer recommended to
the Compensation Committee for approval the specific goals for
each performance criteria under each cycle, taking into
consideration the economic outlook for Huntingtons markets
and the expected relative performance of peers over the same
cycle. The weighting of the performance criteria for potential
awards under the three cycles discussed above are set forth in
the table below.
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|
2005-2007 Cycle
|
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|
|
Performance Criteria
|
|
2006-2008 Cycle
|
|
|
2007-2009 Cycle
|
|
|
EPS Growth
|
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|
60
|
%
|
|
|
50
|
%
|
Efficiency Ratio
|
|
|
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25
|
%
|
ROE
|
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|
40
|
%
|
|
|
|
|
ROTE
|
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|
|
|
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|
25
|
%
|
18
The award opportunities were established at the beginning of
each cycle as a percentage of base salary and set at various
levels of performance for plan threshold, target, superior and
maximum performance results. The award opportunities as a
percentage of base salary are the same for the cycle that just
ended and for the current two cycles not yet completed. If
performance falls between the established performance goals, the
Committee uses straight-line interpolation to determine the
appropriate level of earned award. Participants are assigned to
one of three incentive groups and award opportunities vary
between the three groups. The chief executive officer, due to
his role with the company, participates in the highest level
incentive group. The chief executive officer recommends to the
Compensation Committee the incentive group placement for each of
the other participants. Messrs. Kimble, Nelson and Benhase
have all been placed in the next highest incentive level below
Mr. Hoaglin. Mr. Adams was placed in the highest level
incentive group, however, due to his termination he is not
eligible to receive any further payments under this program.
The threshold, target, superior and maximum award opportunities
for the named executive officers under the 2005 2007
cycle and the two current cycles not yet completed are set forth
in the table below.
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|
|
|
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|
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|
|
2005-2007 Cycle
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|
|
2006 - 2008 Cycle
|
|
|
2007 - 2009 Cycle
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Threshhold
|
|
Target
|
|
Superior
|
|
Maximum
|
|
|
Award
|
|
Award
|
|
Award
|
|
Award
|
|
|
Opportunity
|
|
Opportunity
|
|
Opportunity
|
|
Opportunity
|
|
|
(As a
|
|
(As a
|
|
(As a
|
|
(As a
|
|
|
Percentage of
|
|
Percentage of
|
|
Percentage of
|
|
Percentage of
|
|
|
Base Salary)
|
|
Base Salary)
|
|
Base Salary)
|
|
Base Salary)
|
|
Kimble, Nelson and Benhase
|
|
|
6.25
|
%
|
|
|
25.00
|
%
|
|
|
50.00
|
%
|
|
|
100
|
%
|
Hoaglin and Adams
|
|
|
7.8
|
%
|
|
|
31.25
|
%
|
|
|
62.5
|
%
|
|
|
125
|
%
|
For the 2005 2007 and the 2006 2008
cycles, the maximum awards listed above can be increased by up
to 20% if maximum efficiency ratio targets established under the
plan for each cycle are achieved or decreased by 10% if the
efficiency ratio is worse than target. Awards for the
2007 2009 cycle can be increased by up to 20% or
decreased by 10% based on the success of the Sky Financial
integration, determined on a subjective basis by the
Compensation Committee at the end of the cycle. Awards under
this plan can only be paid if performance is at or above the
threshold levels of performance criteria established for each
cycle.
Following the end of each cycle, the Compensation Committee
determines whether the applicable performance goals have been
met. The Compensation Committee may include or exclude
extraordinary events or any other factors, events or
occurrences in determining whether a performance goal has been
achieved. Extraordinary events are the same as those
used in the Management Incentive Plan and listed above.
Huntingtons chief executive officer and chief financial
officer make recommendations to the Compensation Committee as to
the inclusion or exclusion of extraordinary events and other
objective events or occurrences. As part of the certification
process, the Compensation Committee will make specific inquiries
into the relationship between the achievement of the performance
goals and any accounting adjustments recommended by management,
whose judgments could be affected by financial self-interest.
The Compensation Committee meets with representatives of the
Audit Committee and obtain the input of the third party
compensation consultant in making this determination.
The number of shares that can be awarded to a participant is
determined by dividing the dollar value of the award by the FMV
(see more information on definition of FMV below) of a share of
Huntington common stock as of the award date as determined by
the Compensation Committee.
The determination of long-term performance awards for the cycle
ended December 31, 2007 is discussed under the
Discussion of 2007 Compensation below.
Equity
Awards
Grant
Practices
Huntington considers grants of equity awards annually.
Huntington provides that the Compensation Committee may
designate an effective grant date following the date of the
Compensation Committee action. This practice may be followed in
the event the Compensation Committee action occurs shortly
before an earnings announcement or there exists other material
non-public information. The grant date would be set as a date
following public dissemination of the material non-public
information.
As noted above, Huntingtons equity awards for senior
executives consist of a mix of RSUs and stock option grants. The
option price for each grant of an option is equal to the FMV of
a share on the date the option is granted. Beginning with the
2007
19
Plan, FMV is defined as the closing price on the date of grant.
Prior to the approval of the 2007 Plan, FMV was defined as the
average of the high and low stock price on the date of grant.
Huntington changed to closing price because Huntington believes
that closing price is becoming the new standard for option
exercise prices. The 2007 Plan also allows the Compensation
Committee discretion to establish such other FMV in good faith
using a reasonable method to determine the price at which a
share might change hands between a willing buyer and seller.
The Compensation Committee has delegated authority to the chief
executive officer to grant stock awards on an as-needed basis
such as in the case of new hires or internal promotions or other
similar events. The chief executive officers authority is
limited and all options and restricted stock units granted by
the chief executive officer are made consistent with the terms
set by the Compensation Committee. Since being given this
authority in 2001, the chief executive officer has not exercised
his authority to grant stock awards to any executive officers.
Huntington annually compares share usage and other metrics such
as run rate and overhang against those of the Reference and
Primary Peers when determining annual stock grants in order to
gauge whether the overall amount of equity being delivered is
competitive compared to peers.
To set the appropriate range of opportunity for individual
grants, the compensation consultant reviewed the Towers Perrin
2006 Long-Term Incentive Plan Report (mentioned previously),
which provides data on grant levels by salary bands and
separately for the CEO and advised as to market comparable grant
range opportunities. Other published surveys (mentioned
previously) are used to determine market practices for positions
similar to Huntingtons named executive officers. In
addition, annual Peers Proxy Statement grant levels are reviewed
for the chief executive officer and chief financial officer.
Mr. Hoaglin makes the recommendations to the Compensation
Committee for the number of shares to be awarded to his direct
reports, including the named executive officers.
Mr. Hoaglin does not make recommendations in regard to his
own awards. In addition to the market data mentioned above,
previous grant amounts and grants for internal peers are
reviewed and factored into the grant decisions.
Huntingtons management, with advice from the compensation
consultant, based on current market practices, recommends the
terms of the stock awards. The recommended grants and terms are
then presented to the Compensation Committee for review and
approval.
Stock
Options and Restricted Stock Units
Beginning in 2006, Huntington revised its equity award practice
to substitute one-half of past stock option grant levels with
RSUs of equivalent value (1 RSU to 5 stock options). The goals
of this program are to attract and retain the talent the Company
needs to be successful, align senior management with shareholder
interests, promote and encourage stock ownership, reward
performance achievements, and maintain simplicity for ease of
understanding. Restricted stock has the advantage of reducing
share usage, which Huntington thinks is a positive aspect for
our shareholders. Huntington believes that the use of stock
options and restricted stock units will accomplish the goals
established.
Stock options will remain an important part of the long-term
incentive compensation strategy for Huntingtons senior
executives. The continued use of stock options will encourage
participants to focus on increasing Huntingtons stock
price as these types of awards only have value if the stock
price increases above the option price set at the FMV on the
date of grant. As with grants in recent years, the stock options
will have a
7-year
expiration date and vest equally over three years on each
anniversary of grant. Huntington grants both Incentive Stock
Options, referred to as ISOs, and Non-statutory Stock Options,
referred to as NSOs, to its executive officers as approved by
the Compensation Committee. ISOs are typically only granted to
the most senior executives as they are most likely to be in the
position to take advantage of the long-term capital gains tax
benefits.
RSUs provide stronger retention value and create a stronger
ownership alignment. The RSUs will fully vest on the third
anniversary of the grant provided the executive has been
continuously employed through the date of vesting, subject to
acceleration on certain terminations of employment and change in
control transactions. Upon vesting the RSUs will be paid in
shares. As an added benefit to this program with additional
retention value, the Compensation Committee approved the
accumulation of dividends, which will be paid in cash when the
underlying RSUs are paid.
Recipients of stock options and RSUs in 2007 were required to
agree to a non-solicitation provision that will remain in effect
for one year following termination of employment for any reason.
In addition, awards under the 2007 Plan are subject to
forfeiture. Except following a change in control, in the event
the Compensation Committee determines that a participant has
committed a serious breach of conduct (which includes, without
limitation, any conduct prejudicial to or in conflict with
Huntington or any securities law violations including any
violations under the Sarbanes-Oxley Act of 2002), or has
solicited or taken away customers or potential customers with
whom the participant had contact during the participants
employment with Huntington, the Compensation Committee may
terminate any outstanding award, in whole or in part, whether or
not yet vested. If such conduct or activity occurs within three
years following the exercise or payment of an award, the
Compensation
20
Committee may require the participant or former participant to
repay to Huntington any gain realized or payment received upon
exercise or payment of such award. In addition, awards may be
forfeited upon termination of employment for cause.
Deferred
Compensation
Huntington permits its senior officers to defer receipt of base
salary, annual cash awards, RSUs and associated dividends, and
long-term performance awards pursuant to the Executive Deferred
Compensation Plan, a non-qualified plan. Huntington believes
that the Executive Deferred Compensation Plan provides a good
vehicle for participants to defer receipt of cash or stock to a
time when taxes may be at a more personally beneficial rate
and/or to
save for long-term financial needs. Amounts deferred will accrue
interest, earnings and losses based on the performance of the
investment options selected by the participant. The investment
options consist of Huntington common stock and a variety of
mutual funds and are the same investment options available to
all employees under Huntingtons defined contribution plan.
Eligibility to participate in this plan is determined by the
Compensation Committee from time to time. Each of the named
executive officers is eligible to participate.
Amounts payable under the Executive Deferred Compensation Plan
are general unsecured obligations of Huntington. Such amounts,
as well as any administrative costs relating to the Executive
Deferred Compensation Plan, will be paid out of the general
assets of Huntington to the extent not paid by a grantor trust.
Amounts in this plan that are earned and vested on or after
January 1, 2005 are subject to Internal Revenue Code
Section 409(a).
The Executive Deferred Compensation Plan is also discussed
following the table on Non-Qualified Deferred Compensation 2007
below.
Huntington also offers a supplemental defined contribution plan
providing additional salary deferral for officers whose income
exceeds the limits established by the Internal Revenue Service
for qualified plans. This Supplemental Plan is discussed in
greater detail under Benefits below and following the table on
Non-Qualified Deferred Compensation 2007.
Benefits
Huntington provides a comprehensive benefits package to its
employees. These benefits consist of two qualified retirement
plans and a variety of welfare benefits plans described below.
Huntington also makes retiree medical coverage and life
insurance available to employees satisfying the eligibility
requirements for these benefits at they time of their
termination of employment.
Huntingtons executive officers are eligible for the same
broad based benefits as other employees. In addition, officers
nominated by senior management and approved by the Committee are
eligible to participate in a supplemental defined contribution
plan and a supplemental defined benefit pension plan. The value
of these benefits for which an executive is eligible does not
impact the decisions with respect to the other components of the
executives compensation.
Retirement
Plans
Huntington maintains a tax qualified 401(k) plan the
Huntington Investment and Tax Savings Plan (HIP) for
employees who are at least age 21 and have at least six
consecutive months of service with Huntington. Huntington also
maintains the Huntington Bancshares Incorporated Supplemental
Stock Purchase and Tax Savings Plan (Supplemental Plan) to
provide a supplemental savings program for eligible Huntington
employees who are unable to continue to make contributions to
HIP for part of the year because they have made the maximum
permitted pre-tax deferrals during a calendar year to HIP. The
Supplemental Plan is not a tax qualified plan. Additional detail
about the Retirement Plan and the Supplemental Plan can be found
following the table of Non-Qualified Deferred Compensation 2007
below.
Huntington maintains the Huntington Bancshares Retirement Plan
(Pension Plan) for its eligible employees. Huntington also
maintains the Huntington Bancshares Incorporated Supplemental
Retirement Income Plan (SRIP). The SRIP provides benefits
according to the same benefit formula as the Pension Plan,
except that benefits under the SRIP are not limited by the
compensation and benefit limits of the Internal Revenue Code.
Additional detail about the Pension Plan and SRIP is set forth
following the Pension Benefits 2007 Table below.
Other
benefits
Huntington provides other benefits to executive officers on the
same basis that they are provided to employees generally. Other
benefits include medical, dental and vision benefits to all
eligible employees through its group health plan.
Huntington provides basic group term life insurance coverage at
no cost to employees and optional term life insurance and
dependent term life insurance at their own expense. Eligible
employees may also elect to receive accidental death and
dismemberment insurance (AD&D) for themselves and their
eligible dependents at their own expense. Huntington also
provides business travel life and AD&D insurance coverage
to its eligible employees. Huntington provides short and long
term disability benefits to its employees at no cost. Other
broad based benefits available to eligible employees include
health and dependent care flexible spending accounts, and
commuter, educational assistance and adoption benefits.
21
Huntington maintains a transition pay plan that provides
benefits based upon an employees service with Huntington
in the event employment is terminated as a result of his or her
position being eliminated due to business or economic conditions
or a job reassessment.
In addition to the benefits available to active employees,
Huntington provides retiree life insurance and makes retiree
medical coverage available to employees who meet the
requirements for those benefits at the time their employment
terminates.
Fringe
Benefits
Huntington offers certain fringe benefits to its more senior
officers. The value of fringe benefits received by an executive
officer does not impact decisions regarding other components of
the executive officers compensation. All of the named
executive officers who are located at Huntingtons
headquarters in downtown Columbus are eligible for paid parking.
Huntington also offers an allowance for tax and financial
planning to its more senior officers, including the named
executive officers, equal to 2% of base salary. For
Mr. Hoaglin, Huntington provides security monitoring of his
personal residence. Huntington also provides occasional use of a
private airplane for Mr. Hoaglins personal use.
Executive
Agreements
Huntington has entered into change-in-control agreements,
referred to as Executive Agreements, with its executive officers
which provide certain protections for the executive officers,
and thus encourage their continued employment, in the event of
any actual or threatened change in control of Huntington.
Huntington believes that the definition of change in control
used in its Executive Agreements is standard with in the
financial services industry.
Each executive officer is a party to one of three forms of
Executive Agreement. The protections provided by the Executive
Agreements include lump-sum severance payments and other
benefits, all as further described under Potential
Payments Upon Termination or Change in Control below.
Huntington believes that its compensation programs, by design
and operation, are consistent with its compensation philosophy
and business strategy.
The following table sets forth the compensation paid by
Huntington and its subsidiaries for the fiscal year ended
December 31, 2007 to Huntingtons principal executive
officer, principal financial officer, and the three most highly
compensated executive officers serving at the end of 2007, other
than the principal executive officer and the principal financial
officer.
SUMMARY
COMPENSATION 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Plan
|
|
Deferred
|
|
All Other
|
|
|
Name and Principal
|
|
|
|
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compen-
|
|
Compensation
|
|
Compensation
|
|
|
Position(1)
|
|
Year
|
|
Salary
|
|
(2)
|
|
(3)
|
|
(4)
|
|
sation(5)
|
|
Earnings(6)
|
|
(7)(8)(9)
|
|
Total(10)
|
|
Thomas E. Hoaglin
|
|
|
2007
|
|
|
|
870,417
|
|
|
|
|
|
|
|
353,507
|
|
|
|
743,571
|
|
|
|
0
|
|
|
|
107,648
|
|
|
|
110,064
|
|
|
|
2,185,207
|
|
Chairman, President and CEO
|
|
|
2006
|
|
|
|
841,083
|
|
|
|
|
|
|
|
116,657
|
|
|
|
856,578
|
|
|
|
820,477
|
|
|
|
134,338
|
|
|
|
67,207
|
|
|
|
2,836,340
|
|
Donald R. Kimble
|
|
|
2007
|
|
|
|
385,000
|
|
|
|
|
|
|
|
60,388
|
|
|
|
191,548
|
|
|
|
103,950
|
|
|
|
28,676
|
|
|
|
14,805
|
|
|
|
784,367
|
|
Chief Financial Officer
|
|
|
2006
|
|
|
|
370,833
|
|
|
|
|
|
|
|
19,443
|
|
|
|
205,114
|
|
|
|
257,312
|
|
|
|
28,111
|
|
|
|
16,465
|
|
|
|
897,298
|
|
Marty E. Adams
|
|
|
2007
|
|
|
|
362,473
|
|
|
|
|
|
|
|
5,566,743
|
|
|
|
369,204
|
|
|
|
0
|
|
|
|
24,574
|
|
|
|
10,926,118
|
|
|
|
17,249,112
|
|
President and COO
|
|
|
2006
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
James W. Nelson
|
|
|
2007
|
|
|
|
380,000
|
|
|
|
|
|
|
|
141,612
|
|
|
|
169,480
|
|
|
|
94,240
|
|
|
|
28,880
|
|
|
|
20,056
|
|
|
|
834,268
|
|
Chief Risk Officer
|
|
|
2006
|
|
|
|
367,833
|
|
|
|
|
|
|
|
104,368
|
|
|
|
156,452
|
|
|
|
255,230
|
|
|
|
48,126
|
|
|
|
18,149
|
|
|
|
950,158
|
|
Daniel B. Benhase
|
|
|
2007
|
|
|
|
327,833
|
|
|
|
|
|
|
|
64,274
|
|
|
|
209,121
|
|
|
|
104,907
|
|
|
|
31,138
|
|
|
|
12,850
|
|
|
|
750,123
|
|
Senior Executive
|
|
|
2006
|
|
|
|
314,500
|
|
|
|
|
|
|
|
21,210
|
|
|
|
286,768
|
|
|
|
215,079
|
|
|
|
23,325
|
|
|
|
17,353
|
|
|
|
878,235
|
|
Vice President and Senior Trust Officer, The Huntington
National Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Marty E. Adams served as President and Chief Operating Officer
from July 1, 2007 through his retirement on
December 31, 2007. Thomas E. Hoaglin held the additional
title of President prior to July 1, 2007 and is currently
serving as President as well as Chairman and Chief Executive
Officer. |
|
(2) |
|
Any cash bonuses paid outside the terms of the Management
Incentive Plan would have been reported in this column, however,
there were none. |
|
(3) |
|
The amounts in this column are the dollar amounts recognized for
financial statement reporting purposes for stock awards in
accordance with FAS 123R, and covers expense related to stock
awards granted by Huntington in 2006 and 2007. The |
22
|
|
|
|
|
assumptions made in the valuation are discussed in Note 16,
Share-Based Compensation of the notes to
Consolidated Financial Statements for Huntingtons
financial statements for the year ended December 31, 2007.
The stock awards granted in 2007 and the grant date fair values
of these awards are reported in the Grants of Plan Based Awards
Table. The amount reported for Mr. Adams reflects the full
expense of his stock awards due to acceleration of vesting upon
his termination of employment as of December 31, 2007. Any
awards paid under the cycle of the long-term incentive award
program that ended on December 31, 2007 would have been
reported in this column, however, there were no awards for this
cycle. |
|
|
|
(4) |
|
The amounts in this column are the dollar amounts recognized for
financial statement reporting purposes for awards of stock
options in accordance with FAS 123R, and covers expense
related to stock options granted for the three years ended
December 31, 2006 or December 31, 2007, as applicable.
The assumptions made in the valuation are discussed in Note 16,
Share-Based Compensation of the notes to
Consolidated Financial Statements for Huntingtons
financial statements for the year ended December 31, 2007.
The stock option awards granted in 2007 and the grant date fair
values of these awards are reported in the Grants of Plan Based
Awards Table. The amount reported for Mr. Adams reflects
the full expense of his stock option awards due to acceleration
of vesting upon his termination of employment as of
December 31, 2007. |
|
(5) |
|
The amounts in this column are the amounts of annual cash
incentive awards earned under the Management Incentive Plan. |
|
(6) |
|
The figures in this column are the change in the actuarial
present value of each named executive officers accumulated
benefit under two defined benefit and actuarial pension plans:
the Retirement Plan and the Supplemental Retirement Income Plan,
referred to as the SRIP. The change in the present value for
2007 is detailed below. Additional detail about
Huntingtons defined benefit and actuarial pension plans is
set forth in the discussion following the table of Pension
Benefits 2007 below. There were no above-market or preferential
earnings on non-qualified deferred compensation. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Present
|
|
Change in Present
|
|
|
|
|
Value
|
|
Value
|
|
|
Name
|
|
Retirement Plan
|
|
SRIP
|
|
Total
|
|
Mr. Hoaglin
|
|
$
|
27,658
|
|
|
$
|
79,990
|
|
|
$
|
107,648
|
|
Mr. Kimble
|
|
|
13,378
|
|
|
|
15,298
|
|
|
|
28,676
|
|
Mr. Adams
|
|
|
4,437
|
|
|
|
20,137
|
|
|
|
24,574
|
|
Mr. Nelson
|
|
|
12,984
|
|
|
|
15,896
|
|
|
|
28,880
|
|
Mr. Benhase
|
|
|
15,297
|
|
|
|
15,841
|
|
|
|
31,138
|
|
|
|
|
(7) |
|
This column includes contributions by Huntington for each of the
named executive officers to two defined contribution plans: the
Huntington Investment and Tax Savings Plan, referred to as HIP,
and the Huntington Supplemental Stock Purchase and Tax Savings
Plan. The contributions to each plan for 2007 are detailed below. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Contributed
|
|
Amounts Contributed
|
|
|
Name
|
|
to HIP
|
|
to SSPP
|
|
Total
|
|
Mr. Hoaglin
|
|
$
|
9,000
|
|
|
$
|
27,608
|
|
|
$
|
36,608
|
|
Mr. Kimble
|
|
|
9,000
|
|
|
|
5,805
|
|
|
|
14,805
|
|
Mr. Adams
|
|
|
7,760
|
|
|
|
0
|
|
|
|
7,760
|
|
Mr. Nelson
|
|
|
9,000
|
|
|
|
8,913
|
|
|
|
17,913
|
|
Mr. Benhase
|
|
|
9,000
|
|
|
|
3,850
|
|
|
|
12,850
|
|
|
|
|
(8) |
|
This column also includes perquisites and personal benefits for
Messrs. Hoaglin and Adams. Perquisites and personal
benefits for Mr. Hoaglin totaled $73,456 and included
$57,750 which was the incremental cost to Huntington for
Mr. Hoaglins occasional personal use of a private
plane. The incremental cost consisted of charges for crew,
landing and parking, fuel and oil, maintenance and repairs,
supplies, radio maintenance and repairs, and outside services.
Other perquisites and personal benefits for Mr. Hoaglin
included financial planning, executive parking and security
monitoring of his personal residence. Perquisites and personal
benefits for Mr. Adams totaled $22,127 and consisted of
financial planning, executive parking and a moving allowance.
Perquisites and personal benefits for each of the other named
executive officers did not exceed $10,000 and are not included. |
|
(9) |
|
For Mr. Adams this column also includes $4,000,000 paid to
him upon the merger with Sky Financial pursuant to the terms of
his employment agreement, and $54,801 of dividends paid on the
unvested shares of restricted stock granted upon the merger.
This column also includes a $6,841,430 cash payment accrued in
connection with his termination as of December 31, 2007.
Additional detail about payments and benefits in connection with
Mr. Adams termination are set forth below under
Potential Payments Upon Termination or Change in
Control. |
|
(10) |
|
This column shows the total of all compensation for the fiscal
year as reported in the other columns of this table. |
23
GRANTS OF
PLAN-BASED AWARDS 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
Number of
|
|
Awards:
|
|
Exercise or
|
|
Grant Date
|
|
|
|
|
|
|
Estimated Possible Payouts
|
|
Under Equity Incentive
|
|
Shares of
|
|
Number of
|
|
Base Price
|
|
Fair Value
|
|
|
|
|
Date of
|
|
Under Non-Equity Incentive Plan Awards(1)
|
|
Plan Awards(2)
|
|
Stock or
|
|
Securities
|
|
of Option
|
|
of Stock
|
|
|
Grant
|
|
Committee
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Superior
|
|
Maximum
|
|
Units
|
|
Under-Lying
|
|
Awards
|
|
and Option
|
Name
|
|
Date
|
|
Action
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
(#)(3)(4)
|
|
Options(#)(5)
|
|
($/Sh)(6)
|
|
Awards($)(7)
|
|
Thomas E. Hoaglin
|
|
|
|
|
|
|
|
|
|
|
435,209
|
|
|
|
870,417
|
|
|
|
1,740,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/20/2007
|
|
|
|
02/20/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,498
|
|
|
|
278,438
|
|
|
|
556,875
|
|
|
|
1,113,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/23/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,000
|
|
|
|
|
|
|
|
|
|
|
|
660,330
|
|
|
|
|
07/23/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165,000
|
|
|
|
20.01
|
|
|
|
461,505
|
|
Donald R. Kimble
|
|
|
|
|
|
|
|
|
|
|
73,920
|
|
|
|
192,500
|
|
|
|
385,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/20/2007
|
|
|
|
02/20/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,188
|
|
|
|
96,750
|
|
|
|
193,500
|
|
|
|
387,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/23/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
120,060
|
|
|
|
|
07/23/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
20.01
|
|
|
|
83,910
|
|
Marty E. Adams
|
|
|
|
|
|
|
|
|
|
|
181,237
|
|
|
|
362,473
|
|
|
|
724,946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/17/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,125
|
|
|
|
188,802
|
|
|
|
377,604
|
|
|
|
755,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2007
|
|
|
|
06/20/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
221,569
|
|
|
|
|
|
|
|
|
|
|
|
5,038,479
|
|
|
|
|
07/23/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,400
|
|
|
|
|
|
|
|
|
|
|
|
528,264
|
|
|
|
|
07/23/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
132,000
|
|
|
|
20.01
|
|
|
|
369,204
|
|
James W. Nelson
|
|
|
|
|
|
|
|
|
|
|
72,960
|
|
|
|
190,000
|
|
|
|
380,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/20/2007
|
|
|
|
02/20/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,875
|
|
|
|
95,500
|
|
|
|
191,000
|
|
|
|
382,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/23/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,500
|
|
|
|
|
|
|
|
|
|
|
|
90,045
|
|
|
|
|
07/23/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,998
|
|
|
|
|
|
|
|
|
|
|
|
100,010
|
|
|
|
|
07/23/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,500
|
|
|
|
20.01
|
|
|
|
62,933
|
|
Daniel B. Benhase
|
|
|
|
|
|
|
|
|
|
|
62,944
|
|
|
|
163,917
|
|
|
|
327,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/20/2007
|
|
|
|
02/20/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,625
|
|
|
|
82,500
|
|
|
|
165,000
|
|
|
|
330,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/23/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
120,060
|
|
|
|
|
07/23/2007
|
|
|
|
07/17/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
20.01
|
|
|
|
83,910
|
|
24
|
|
|
(1) |
|
Each of the named executive officers participated in the 2007
cycle of the Management Incentive Plan. The award opportunities
presented in the table are based on salaries earned in 2007.
Awards are paid in cash. Actual awards paid for 2007 are
reported in the Summary Compensation Table. |
|
(2) |
|
On February 20, 2007, the Compensation Committee selected
Messrs. Hoaglin, Kimble, Nelson and Benhase to participate
in a long-term incentive award cycle beginning on
January 1, 2007 and ending on December 31, 2009, under
the 2007 Stock and Long-Term Incentive Plan. The Committee
selected Mr. Adams as a participant for this cycle
following his joining Huntington on July 1, 2007. The award
opportunities are determined in dollar amounts and are presented
in the table based on salaries as of December 31, 2007.
Mr. Adams potential award opportunity was prorated
from the date he was added as a participant. An award is payable
in shares of common stock equal to the value of the award,
except a participant may elect to receive up to 50% of his or
her award in cash. |
|
(3) |
|
The Compensation Committee awarded RSUs with a grant date of
July 23, 2007 to each of the named executive officers. Each
RSU award has a three-year vesting period, except the award to
Mr. Nelson for 4,998 RSUs had a six-month vesting period. |
|
(4) |
|
In addition to RSUs for 26,400 shares, Mr. Adams also
received a grant of 221,569 restricted shares per the terms of
his employment agreement. The terms of the award provided that
the restricted stock would vest in equal monthly installments at
the end of each calendar month through December 31, 2009,
subject to acceleration on certain terminations of employment
and change in control transactions. |
|
(5) |
|
The Compensation Committee awarded stock options with a grant
date of July 23, 2007 to each of the named executive
officers. These stock options vest in three equal annual
increments beginning one year from the date of grant. |
|
(6) |
|
Each stock option reported has a per share exercise price equal
to the closing price of a share of Huntington common stock on
July 23, 2007, as recorded on the Nasdaq Stock Market. |
|
(7) |
|
The amounts in this column are the grant date fair values of the
awards of RSUs, stock options, and Mr. Adams
restricted stock reported in the table computed in accordance
with FAS 123(R). |
Discussion
of 2007 Compensation
During 2007, the Compensation Committee considered and made
decisions with respect to base salaries and approved grants of
equity awards. Following the end of the year, the Compensation
Committee also reviewed Huntingtons 2007 performance
against applicable performance goals under the Management
Incentive Plan. Although corporate performance goals were not
met, the Compensation Committee considered and determined annual
cash incentive awards under personal performance and
discretionary components of the Management Incentive Plan. The
Compensation Committee also reviewed Huntingtons
performance against the applicable performance goals for the
Long-Term Incentive Plan award cycle that ended on
December 31, 2007 and determined that no awards would be
paid for the cycle.
As noted above, Mr. Hoaglin has an employment agreement
which provides for a minimum base salary and that he will
participate in Huntingtons incentive plans and other
benefits afforded to executive officers. Although Mr. Adams
terminated employment as of December 31, 2007, during his
tenure with Huntington, Mr. Adams employment
agreement provided that his base salary and incentive awards
would be no less than 80% of Mr. Hoaglins. The
determination of Mr. Adams base salary and equity
awards are discussed below. Mr. Adams was named a
participant under the 2007 cycle of the Management Incentive
Plan. Mr. Adams was not a participant in the Long-Term
Incentive Plan award cycle that ended on December 31, 2007,
however, upon his termination of employment, he became entitled
to certain payments calculated pursuant to the terms of his
employment agreement, as described under Potential Payments Upon
Termination or Change in Control below.
Base
Salary
At its February 2007 meeting, the Compensation Committee
approved base salary increases of 3.20%, 3.24% and 4.10% for
each of Messrs. Kimble, Nelson and Benhase, respectively,
effective March 1, 2007. These increases were determined
based on the chief executive officers evaluation of each
officers individual performance. These increases were
consistent with the goal of maintaining salaries between the
50th
and
75th
percentile of the market survey data utilized with respect to
commercial banks.
The Compensation Committee met in June 2007 to determine an
appropriate salary for Mr. Adams in his role as president
and chief operating officer, effective July 1, 2007. The
compensation consultant provided the Compensation Committee with
proxy statement data regarding second highest-ranking officers
for the Primary and Reference Peers and published survey data.
Mr. Adams base salary as chief executive officer at
Sky ($814,000) was above the market median for a chief operating
officer for an organization the size of Huntington post-merger.
The compensation consultant advised the Compensation Committee,
however, that they should also consider that Mr. Adams was
the designated successor to Mr. Hoaglin. In addition, at
the time
25
Mr. Adams salary was determined, the Compensation
Committee had not yet performed Mr. Hoaglins annual
salary review and therefore the amount that would be 80% of
Mr. Hoaglins salary for 2008 was not yet known. Based
on these factors, the Compensation Committee set
Mr. Adams salary at $725,000.
The Compensation Committee reviewed Mr. Hoaglins
salary in October 2007. The Compensation Committee was presented
with material prepared by the consultant related to
Mr. Hoaglins total compensation. The first analysis
that the consultant provided compared Huntingtons full
year 2006 performance based on various common performance
metrics (such as the percentage change in EPS, return on average
assets, return on average equity,
3-year total
return, the efficiency ratio and deposit growth) against our 11
Primary Peers and 2 Reference Peers. A composite of the average
rankings for these performance metrics showed Huntington to be
in the 2nd quartile of performance against the Peer Group.
The consultant also provided analysis of recent proxy statements
for the Primary and Reference Peers and provided analysis of
various components of Mr. Hoaglins compensation that
related to salary adjustments. In addition to the data from
recent proxy statements, the analysis included 2006 published
survey data along with the consultants assessment of the
competitiveness of Mr. Hoaglins compensation. The
consultant concluded that Mr. Hoaglins base salary
was below the peer and survey data medians estimated for 2007.
The Compensation Committee approved a 3.0% increase in
Mr. Hoaglins base salary which increased his salary
from $865,000 to $891,000, effective October 16, 2007. The
increase was in recognition of 1) Mr. Hoaglins
leadership in the completion of the acquisition of Sky Financial
effective July 1, 2007, which increased Huntingtons
asset size by approximately 55% and included the conversion of
580,000 retail and 75,000 business customers and the addition of
3500 employees; and 2) the market data.
Annual
Cash Incentive Awards
The three components for the 2007 Management Incentive Plan
cycle tied to overall corporate performance were EPS, ROTE and
the efficiency ratio. Huntingtons actual results for 2007
for EPS and ROTE were below the threshold level of performance,
and the efficiency ratio was higher (worse) than the threshold
level of performance. Even after consideration of adjustments
for extraordinary events impacting 2007 performance,
none of the corporate performance targets or threshold levels
for 2007 was met.
The target, threshold and maximum goals and the actual values
for the performance criteria are set forth in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency
|
|
|
|
EPS
|
|
|
ROTE
|
|
|
Ratio
|
|
|
Threshold
|
|
$
|
1.85
|
|
|
|
20.0
|
%
|
|
|
54.7
|
%
|
Target
|
|
|
1.89
|
|
|
|
20.6
|
|
|
|
54.1
|
|
Maximum
|
|
|
1.95
|
|
|
|
21.5
|
|
|
|
52.9
|
|
2007 Actual
|
|
|
0.25
|
|
|
|
4.0
|
|
|
|
62.5
|
|
2007 Adjusted
|
|
|
1.50
|
|
|
|
18.6
|
|
|
|
55.1
|
|
Since Mr. Hoaglins award potential was based entirely
on the corporate performance criteria, weighted 65% for EPS, 10%
for ROTE and 25% for efficiency ratio, Mr. Hoaglin did not
receive an annual cash incentive award under the Management
Incentive Plan.
As noted above, the potential awards for each of
Messrs. Kimble, Nelson and Benhase included both personal
performance (30%) and discretionary (10%) components in addition
to the corporate performance criteria. Mr. Hoaglin
evaluated personal performance for each of these executives
based on observable results against agreed upon annual goals and
determined an overall performance rating against five
established levels of performance, and recommended an award
based on that assessment for the plans discretionary
component. Mr. Hoaglin also recommended that potential
awards for executive officers based on these components be
reduced by an amount between 20% and 25% due to the below target
overall performance of the company. The Compensation Committee
considered Mr. Hoaglins evaluations and
recommendations and approved an award for each of
Mr. Kimble, Mr. Nelson and Mr. Benhase. These
awards were calculated based on the personal performance and
discretionary components of their potential awards and then
reduced by the Compensation Committee pursuant to its discretion
under the terms of the Management Incentive Plan. Target awards
would have been equal to 50% of base salary; actual awards paid
to Messrs. Kimble, Nelson and Benhase were equal to 27.0%,
24.8% and 32.0% of base salary, respectively. The dollar amount
of the award for each executive officer is reported under the
Non-Equity Incentive Plan Compensation column of the
table of Summary Compensation.
26
Long-Term
Incentive Compensation
Long-Term
Performance Awards
The 2005 2007 cycle of the Long-Term Incentive
Awards program, which is discussed in detail above in the
Compensation Discussion and Analysis, ended
December 31, 2007. No awards were earned or paid under this
cycle.
The goals for this cycle, which were established
February 15, 2005, were based on average annual growth in
EPS over the cycle with a baseline adjusted EPS of $1.65 and
average annual ROE over the cycle, with the entire award subject
to adjustment based on Huntingtons efficiency ratio
performance in 2007.
The target, reported and adjusted values for performance
criteria are set forth in the table below.
|
|
|
|
|
|
|
|
|
|
|
Average Annual
|
|
|
Average Annual
|
|
|
|
EPS Growth
|
|
|
ROE
|
|
|
Threshold
|
|
|
8.0
|
%
|
|
|
17.0
|
%
|
Target
|
|
|
10.0
|
|
|
|
18.0
|
|
Superior
|
|
|
12.0
|
|
|
|
19.5
|
|
Maximum
|
|
|
14.0
|
|
|
|
21.0
|
|
Actual for Cycle
|
|
|
(28.5
|
)
|
|
|
11.9
|
|
Adjusted for Cycle
|
|
|
(0.6
|
)
|
|
|
13.6
|
|
If awards were earned by achieving EPS and ROE performance goals
above the threshold level, such awards could be adjusted upward
by 10% if Huntington achieved an efficiency ratio of 51.0% or
lower (better) or 20% with achievement of an efficiency ratio of
50.0% or lower.
Huntingtons actual EPS decline averaged 28.5% for the
cycle, which was under the established plan threshold for growth
of 8.0%. Huntington also calculated EPS growth with
considerations for adjustments for extraordinary events over the
cycle as determined against actual adjustments made for the
Management Incentive Plan, which occurred in the same years as
the years included in this cycle. The overall average for the
adjusted EPS decline for the cycle was 0.6%, which was below the
level required to receive an award under this program.
The three-year average performance result established for ROE
was 11.9% for reported ROE and 13.6% for adjusted ROE with both
figures also coming in under the 17% threshold needed to
generate awards.
No adjustment for the efficiency ratio was calculated since no
awards were earned based on the other criteria.
Stock
Options and Restricted Stock Awards
Stock award recommendations made by management and
Mr. Hoaglin were presented to the Compensation Committee at
its July 2007 meeting. Prior to reviewing the recommendations,
the Compensation Committee reviewed and discussed metrics
presented by the consultant related to Huntingtons stock
usage compared to the Reference Peers and Primary Peers.
Huntington, based on past grants, remains close to or below the
median of its peers in areas related to dilution, overhang and
run-rate levels.
The Compensation Committee reviewed and approved stock grants
effective July 23, 2007. Each named executive officer
received a combination of stock options and RSUs. As reported in
the table of Grants of Plan-Based Awards above, Mr. Kimble
was granted 30,000 stock options and 6,000 RSUs, Mr. Nelson
was granted 22,500 stock options and 9,498 RSUs, and
Mr. Benhase was granted 30,000 stock options and 6,000 RSUs.
The Compensation Committee was provided with market data from
the Reference Peers and Primary Peers which provided a total
compensation view of Mr. Hoaglins compensation in
comparison to the selected group and the published survey data.
The market analysis showed Mr. Hoaglins annualized
LTI opportunity to be below market medians. The Compensation
Committee considered the information provided and approved a
grant of 165,000 stock options and 33,000 RSUs to
Mr. Hoaglin which was equal to his 2006 grant. The
Compensation Committee also reviewed the same types of market
data for Mr. Adams, whose employment agreement provided
that his award would be no less than 80% of the value of
Mr. Hoaglins award. The data showed that at 80% of
Mr. Hoaglins LTI opportunity, Mr. Adams
long-term incentive opportunity would be consistent with the
published survey median market practices and would be low
compared to the Peer Group market practice. The Compensation
Committee approved a grant to Mr. Adams of 132,000 stock
options and 26,400 RSUs.
All of the above stock options were granted at an option price
of $20.01 (the closing price of a share of Huntington common
stock on the date of grant) and will become exercisable in three
equal annual installments beginning on the first anniversary of
grant. The options will be exercisable for a period of seven
years from date of grant. The grant date fair market value of
the RSUs was based on the closing price of a share of Huntington
common stock on the date of grant. The RSUs will generally vest
on the third anniversary after grant and will be paid in shares.
Dividends will accumulate over the vesting period and be paid in
cash at the same time as the underlying RSUs are paid.
27
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
Market or
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Market
|
|
|
Number of
|
|
|
Payout Value
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Value of
|
|
|
Unearned
|
|
|
of Unearned
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Shares or
|
|
|
Shares,
|
|
|
Shares, Units,
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Stock That
|
|
|
Units of Stock
|
|
|
Unites or Other
|
|
|
or Other
|
|
|
|
Options(#)
|
|
|
Options(#)
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Have not
|
|
|
That Have
|
|
|
Rights That
|
|
|
Rights That
|
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Vested (#)
|
|
|
not Vested ($)
|
|
|
Have not
|
|
|
Have not
|
|
Name
|
|
(1)
|
|
|
(1)
|
|
|
Options (#)
|
|
|
Price($)
|
|
|
Date
|
|
|
(2)
|
|
|
(3)
|
|
|
Vested (#)
|
|
|
Vested ($)(5)
|
|
|
Thomas E. Hoaglin
|
|
|
400,000
|
|
|
|
0
|
|
|
|
|
|
|
$
|
15.065000
|
|
|
|
2/21/2011
|
|
|
|
33,000
|
|
|
$
|
487,080
|
|
|
|
|
|
|
$
|
278,438
|
|
|
|
|
400
|
|
|
|
0
|
|
|
|
|
|
|
|
17.990000
|
|
|
|
9/4/2011
|
|
|
|
33,000
|
|
|
|
487,080
|
|
|
|
|
|
|
|
278,438
|
|
|
|
|
96,600
|
|
|
|
0
|
|
|
|
|
|
|
|
17.920000
|
|
|
|
2/13/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
278,438
|
|
|
|
|
300,000
|
|
|
|
0
|
|
|
|
|
|
|
|
18.150000
|
|
|
|
7/16/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
|
|
0
|
|
|
|
|
|
|
|
20.407500
|
|
|
|
7/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
198,452
|
|
|
|
101,548
|
|
|
|
|
|
|
|
21.530000
|
|
|
|
10/18/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,572
|
|
|
|
111,428
|
|
|
|
|
|
|
|
23.340000
|
|
|
|
7/18/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
165,000
|
|
|
|
|
|
|
|
20.0100
|
|
|
|
7/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald R. Kimble
|
|
|
50,000
|
|
|
|
0
|
|
|
|
|
|
|
|
23.030000
|
|
|
|
7/8/2011
|
|
|
|
5,500
|
|
|
|
81,180
|
|
|
|
|
|
|
|
96,750
|
|
|
|
|
33,334
|
|
|
|
16,666
|
|
|
|
|
|
|
|
24.650000
|
|
|
|
7/19/2012
|
|
|
|
6,000
|
|
|
|
88,560
|
|
|
|
|
|
|
|
96,750
|
|
|
|
|
7,739
|
|
|
|
19,761
|
|
|
|
|
|
|
|
23.340000
|
|
|
|
7/18/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96,750
|
|
|
|
|
0
|
|
|
|
30,000
|
|
|
|
|
|
|
|
20.0100
|
|
|
|
7/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marty E. Adams(4)
|
|
|
1,914
|
|
|
|
0
|
|
|
|
|
|
|
|
21.9300
|
|
|
|
1/1/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,914
|
|
|
|
0
|
|
|
|
|
|
|
|
21.9300
|
|
|
|
1/1/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,671
|
|
|
|
0
|
|
|
|
|
|
|
|
19.1900
|
|
|
|
11/18/2008
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
14,420
|
|
|
|
0
|
|
|
|
|
|
|
|
17.3400
|
|
|
|
12/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,539
|
|
|
|
0
|
|
|
|
|
|
|
|
14.8400
|
|
|
|
12/30/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,274
|
|
|
|
0
|
|
|
|
|
|
|
|
13.9700
|
|
|
|
1/19/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,709
|
|
|
|
0
|
|
|
|
|
|
|
|
12.5300
|
|
|
|
9/20/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,149
|
|
|
|
0
|
|
|
|
|
|
|
|
13.5800
|
|
|
|
12/29/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,675
|
|
|
|
0
|
|
|
|
|
|
|
|
13.6200
|
|
|
|
3/21/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,919
|
|
|
|
0
|
|
|
|
|
|
|
|
16.4900
|
|
|
|
12/31/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92,512
|
|
|
|
0
|
|
|
|
|
|
|
|
17.8300
|
|
|
|
3/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92,512
|
|
|
|
0
|
|
|
|
|
|
|
|
16.0700
|
|
|
|
2/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
164,055
|
|
|
|
0
|
|
|
|
|
|
|
|
20.6400
|
|
|
|
3/17/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,798
|
|
|
|
0
|
|
|
|
|
|
|
|
22.5400
|
|
|
|
2/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,423
|
|
|
|
0
|
|
|
|
|
|
|
|
21.3600
|
|
|
|
2/16/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
132,000
|
|
|
|
0
|
|
|
|
|
|
|
|
20.0100
|
|
|
|
7/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James W. Nelson
|
|
|
40,000
|
|
|
|
0
|
|
|
|
|
|
|
|
24.165000
|
|
|
|
11/9/2011
|
|
|
|
4,000
|
|
|
|
59,040
|
|
|
|
|
|
|
|
95,500
|
|
|
|
|
20,630
|
|
|
|
14,370
|
|
|
|
|
|
|
|
24.650000
|
|
|
|
7/19/2012
|
|
|
|
4,500
|
|
|
|
66,420
|
|
|
|
|
|
|
|
95,500
|
|
|
|
|
5,239
|
|
|
|
14,761
|
|
|
|
|
|
|
|
23.340000
|
|
|
|
7/18/2013
|
|
|
|
4,998
|
|
|
|
73,770
|
|
|
|
|
|
|
|
95,500
|
|
|
|
|
0
|
|
|
|
22,500
|
|
|
|
|
|
|
|
20.0100
|
|
|
|
7/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel B. Benhase
|
|
|
25,000
|
|
|
|
0
|
|
|
|
|
|
|
|
17.1875
|
|
|
|
8/16/2010
|
|
|
|
6,000
|
|
|
|
88,560
|
|
|
|
|
|
|
|
82,500
|
|
|
|
|
13,000
|
|
|
|
0
|
|
|
|
|
|
|
|
15.0650
|
|
|
|
2/21/2011
|
|
|
|
6,000
|
|
|
|
88,560
|
|
|
|
|
|
|
|
82,500
|
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
|
|
|
|
14.8500
|
|
|
|
5/16/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,500
|
|
|
|
|
400
|
|
|
|
0
|
|
|
|
|
|
|
|
17.9900
|
|
|
|
9/4/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
|
0
|
|
|
|
|
|
|
|
18.1500
|
|
|
|
7/16/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
|
0
|
|
|
|
|
|
|
|
20.4075
|
|
|
|
7/15/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,000
|
|
|
|
0
|
|
|
|
|
|
|
|
23.0300
|
|
|
|
7/8/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,963
|
|
|
|
21,037
|
|
|
|
|
|
|
|
24.6500
|
|
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,572
|
|
|
|
21,428
|
|
|
|
|
|
|
|
23.3400
|
|
|
|
7/18/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
30,000
|
|
|
|
|
|
|
|
20.0100
|
|
|
|
7/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
(1) |
|
The dates when each outstanding stock option award becomes fully
vested are set forth in the table below. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Number of
|
|
Number of
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
|
|
|
Options(#)
|
|
Options(#)
|
|
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Vesting Date
|
|
Thomas E. Hoaglin
|
|
|
400,000
|
|
|
|
0
|
|
|
|
2/21/2002
|
|
|
|
|
400
|
|
|
|
0
|
|
|
|
10/7/2004
|
|
|
|
|
96,600
|
|
|
|
0
|
|
|
|
2/13/2002
|
|
|
|
|
300,000
|
|
|
|
0
|
|
|
|
7/16/2005
|
|
|
|
|
300,000
|
|
|
|
0
|
|
|
|
7/15/2006
|
|
|
|
|
198,452
|
|
|
|
101,548
|
|
|
|
10/18/2008
|
|
|
|
|
53,572
|
|
|
|
111,428
|
|
|
|
7/18/2009
|
|
|
|
|
0
|
|
|
|
165,000
|
|
|
|
7/23/2010
|
|
Donald R. Kimble
|
|
|
50,000
|
|
|
|
0
|
|
|
|
7/8/2007
|
|
|
|
|
33,334
|
|
|
|
16,666
|
|
|
|
7/19/2008
|
|
|
|
|
7,739
|
|
|
|
19,761
|
|
|
|
7/18/2009
|
|
|
|
|
0
|
|
|
|
30,000
|
|
|
|
7/23/2010
|
|
Marty E. Adams
|
|
|
1,914
|
|
|
|
0
|
|
|
|
1/1/2001
|
|
|
|
|
1,914
|
|
|
|
|
|
|
|
1/1/2001
|
|
|
|
|
65,671
|
|
|
|
|
|
|
|
11/18/2003
|
|
|
|
|
14,420
|
|
|
|
|
|
|
|
12/30/1998
|
|
|
|
|
18,539
|
|
|
|
|
|
|
|
12/30/1999
|
|
|
|
|
54,274
|
|
|
|
|
|
|
|
1/19/2005
|
|
|
|
|
21,709
|
|
|
|
|
|
|
|
9/20/2005
|
|
|
|
|
12,149
|
|
|
|
|
|
|
|
12/29/2000
|
|
|
|
|
61,675
|
|
|
|
|
|
|
|
3/21/2001
|
|
|
|
|
9,919
|
|
|
|
|
|
|
|
12/31/2001
|
|
|
|
|
92,512
|
|
|
|
|
|
|
|
3/20/2002
|
|
|
|
|
92,512
|
|
|
|
|
|
|
|
2/19/2003
|
|
|
|
|
164,055
|
|
|
|
|
|
|
|
3/17/2004
|
|
|
|
|
47,798
|
|
|
|
|
|
|
|
2/16/2005
|
|
|
|
|
52,423
|
|
|
|
|
|
|
|
2/16/2006
|
|
|
|
|
132,000
|
|
|
|
|
|
|
|
12/31/2007
|
|
James W. Nelson
|
|
|
40,000
|
|
|
|
0
|
|
|
|
11/9/2007
|
|
|
|
|
20,630
|
|
|
|
14,370
|
|
|
|
7/19/2008
|
|
|
|
|
5,239
|
|
|
|
14,761
|
|
|
|
7/18/2009
|
|
|
|
|
0
|
|
|
|
22,500
|
|
|
|
7/23/2010
|
|
Daniel B. Benhase
|
|
|
25,000
|
|
|
|
0
|
|
|
|
8/16/2003
|
|
|
|
|
13,000
|
|
|
|
0
|
|
|
|
2/21/2001
|
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
5/16/2004
|
|
|
|
|
400
|
|
|
|
0
|
|
|
|
10/7/2004
|
|
|
|
|
60,000
|
|
|
|
0
|
|
|
|
7/16/2005
|
|
|
|
|
60,000
|
|
|
|
0
|
|
|
|
7/15/2006
|
|
|
|
|
55,000
|
|
|
|
0
|
|
|
|
7/8/2007
|
|
|
|
|
33,963
|
|
|
|
21,037
|
|
|
|
7/19/2008
|
|
|
|
|
8,572
|
|
|
|
21,428
|
|
|
|
7/18/2009
|
|
|
|
|
0
|
|
|
|
30,000
|
|
|
|
7/23/2010
|
|
29
|
|
|
(2) |
|
The dates when each stock award vests are set forth in the table
below. |
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
Number of Shares
|
|
|
|
|
or Units of Stock
|
|
|
Name
|
|
That Have not Vested
|
|
Vesting Date
|
|
Thomas E. Hoaglin
|
|
|
33,000
|
|
|
|
7/18/2009
|
|
|
|
|
33,000
|
|
|
|
7/23/2010
|
|
Donald R. Kimble
|
|
|
5,500
|
|
|
|
7/18/2009
|
|
|
|
|
6,000
|
|
|
|
7/23/2010
|
|
Marty E. Adams
|
|
|
0
|
|
|
|
N/A
|
|
James W. Nelson
|
|
|
4,000
|
|
|
|
7/18/2009
|
|
|
|
|
4,500
|
|
|
|
7/23/2010
|
|
|
|
|
4,998
|
|
|
|
1/23/2008
|
|
Daniel B. Benhase
|
|
|
6,000
|
|
|
|
7/18/2009
|
|
|
|
|
6,000
|
|
|
|
7/23/2010
|
|
|
|
|
(3) |
|
The market value was determined by multiplying the closing price
of a share of Huntington common stock on December 31, 2007
($14.76) by the number of shares. |
|
(4) |
|
The first 15 stock options reported for Mr. Adams, totaling
711,484 option shares, were awarded to him previously by Sky
Financial or its predecessors and were fully vested at the time
of merger. These stock options, along with all other outstanding
Sky Financial employee and director stock options, converted to
Huntington stock options upon the merger effective July 1,
2007. Pursuant to the terms of Mr. Adams employment
agreement, all of his stock options and stock awards received
from Huntington vested upon his termination of employment as of
December 31, 2007. |
|
(5) |
|
This column reflects target award opportunities under the
2005 2007 cycle, the 2006 2008 cycle and
the 2007 2009 cycle of the long-term incentive
program, based on salaries as of December 31, 2007. These
cycles end on December 31 of 2007, 2008 and 2009, respectively.
Awards are payable in the form of stock, although up to 50% of
an award may be paid in cash at the election of the participant. |
Option
Exercises and Stock Vested
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
Value
|
|
|
|
Value
|
|
|
Number of Shares
|
|
Realized on
|
|
Number of Shares
|
|
Realized on
|
|
|
Acquired on
|
|
Exercise
|
|
Acquired on Vesting
|
|
Vesting
|
Name
|
|
Exercise(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
Thomas E. Hoaglin
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Donald R. Kimble
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Marty E. Adams(1)
|
|
|
0
|
|
|
|
0
|
|
|
|
221,569
|
|
|
$
|
3,367,780
|
|
|
|
|
|
|
|
|
|
|
|
|
26,400
|
|
|
|
389,664
|
|
James W. Nelson
|
|
|
0
|
|
|
|
0
|
|
|
|
4,285
|
|
|
|
99,391
|
|
Daniel B. Benhase
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1) |
|
Pursuant to Mr. Adams Employment Agreement, he
received an award of restricted stock as of July 1, 2007,
for 221,569 shares of Huntington common stock. The terms of
the award provided that the restricted stock would vest in equal
monthly installments at the end of each calendar month through
December 31, 2009, subject to acceleration on certain
terminations of employment and change in control transactions.
Mr. Adams also received an award of RSUs on July 23,
2007 for 26,400 units. Per the terms of
Mr. Adams Employment Agreement, all of the unvested
restricted stock award shares and the restricted stock units
vested as of December 31, 2007, the date of his
termination. The RSUs will be paid to Mr. Adams in July
2008 pursuant to Internal Revenue Code 409A. |
Huntington maintains two plans under which executive officers
may defer compensation on a non-qualified basis: the
Supplemental Stock Purchase and Tax Savings Plan, referred to as
the Supplemental Plan, and the Executive Deferred Compensation
Plan, referred to as the EDCP. For each named executive officer,
information about participation in the Supplemental Plan is
contained in the first row of data and information about
participation in the EDCP is contained in the second row of data.
30
NONQUALIFIED
DEFERRED COMPENSATION
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
|
Executive
|
|
Contributions in
|
|
Aggregate Earnings
|
|
Aggregate
|
|
Aggregate Balance
|
|
|
Contributions in
|
|
Last Fiscal Year
|
|
in Last Fiscal
|
|
Withdrawals/
|
|
at Last Fiscal Year
|
Name
|
|
Last Fiscal Year($)
|
|
($)(1)
|
|
Year($)
|
|
Distributions($)
|
|
End($)(2)
|
|
Thomas E. Hoaglin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Plan
|
|
|
34,510
|
|
|
|
27,608
|
|
|
|
(128,315
|
)
|
|
|
0
|
|
|
|
272,531
|
|
EDCP
|
|
|
738,429
|
|
|
|
N/A
|
|
|
|
(470,985
|
)
|
|
|
0
|
|
|
|
2,650,995
|
|
Donald R. Kimble
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Plan
|
|
|
8,707
|
|
|
|
5,805
|
|
|
|
(11,033
|
)
|
|
|
0
|
|
|
|
31,609
|
|
EDCP
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Marty E. Adams
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Plan
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
EDCP
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
James W. Nelson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Plan
|
|
|
33,425
|
|
|
|
8,913
|
|
|
|
(29,369
|
)
|
|
|
0
|
|
|
|
79,864
|
|
EDCP
|
|
|
343,707
|
|
|
|
N/A
|
|
|
|
55,574
|
|
|
|
0
|
|
|
|
948,124
|
|
Daniel B. Benhase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Plan
|
|
|
4,812
|
|
|
|
3,850
|
|
|
|
(20,167
|
)
|
|
|
0
|
|
|
|
45,098
|
|
EDCP
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1) |
|
Contributions made by Huntington for the named executive
officers and reported in this column are also reported in the
Summary Compensation Table under All Other
Compensation. See footnote number 7 to the Summary
Compensation Table. |
|
(2) |
|
The year-end balances in this column reflect Huntington
contributions made and reported as compensation for the named
executive officers in Summary Compensation Tables from prior
years under All Other Compensation as follows: |
|
|
|
|
|
Thomas E. Hoaglin
|
|
$
|
128,151
|
|
Donald R. Kimble
|
|
|
11,058
|
|
Marty E. Adams
|
|
|
0
|
|
James W. Nelson
|
|
|
13,850
|
|
Daniel B. Benhase
|
|
|
10,783
|
|
The purpose of the Supplemental Plan is to provide a
supplemental savings program for eligible Huntington employees
who are unable to continue to make contributions to the
Huntington Investment and Tax Savings Plan, a tax qualified
401(k) plan referred to as HIP for part of the year because the
individual has: (I) contributed the maximum amount
permitted by the Internal Revenue Service for the calendar year
($15,500 in 2007); or (II) received the maximum amount of
compensation permitted to be taken into account by the Internal
Revenue Service for the calendar year ($225,000). HIP and the
Supplemental Plan work together. When an employee elects to
participate in HIP, he or she designates the percentage between
1% and 75% of base pay on a pre-tax basis that is to be
contributed to HIP. Contributions to HIP are automatically
deducted from the employees pay and then allocated to a
HIP account. Huntington then matches all or a portion of the
contributions to HIP according to the following formula:
Huntington will match 100% on the dollar up to the first 3% of
base compensation deferred and then 50% on the dollar on the
next 2% of base compensation deferred. The Supplemental Plan
generally works the same way. When a participant elects to
participate in the Supplemental Plan, he designates the
percentage of base pay that is to be contributed to the
Supplemental Plan between 1% and 75% of base pay.
All contributions to the Supplemental Plan must be on a pre-tax
basis. Huntington then matches all or a portion of the
contributions according to the same formula used by HIP. Under
HIP employees can invest their contributions and the Huntington
matching contributions in any of 20 investment alternatives.
Under the Supplemental Plan, employee pre-tax contributions and
the Huntington match will be invested in Huntington common
stock, and dividends paid on Huntington common stock will be
reinvested in Huntington common stock.
A participant cannot receive a distribution of any part of his
account in the Supplemental Plan until his employment
terminates. Once employment terminates, the account in the
Supplemental Plan is required to be distributed to the
participant. All distributions from the Supplemental Plan are
made in shares of Huntington common stock and are subject to
federal and state income tax withholding.
31
The EDCP provides senior officers designated by the Compensation
Committee the opportunity to defer up to 90% of base salary,
annual bonus compensation and certain equity awards, and up to
100% of long-term incentive awards. An election to defer can
only be made on an annual basis and is irrevocable. Huntington
makes no contributions to the EDCP; all contributions to this
plan consist of compensation deferred by the participants.
Deferrals of common stock are held as common stock until
distribution. Cash amounts deferred will accrue interest,
earnings and losses based on the performance of the investment
option selected by the participant. The investment options
consist of Huntington common stock and a variety of mutual funds
and are the same investment options available under HIP. The
participant can make changes as frequently as monthly on the
chosen investment options for cash deferrals.
At the time of the initial deferral election, a participant
elects the method and timing of account distribution in the
event of termination or retirement. Accounts distributed upon
termination or retirement may be distributed in a single lump
sum payment or in substantially equal installments. A
participant may request a hardship withdrawal prior to
termination or retirement. In addition, for amounts earned and
vested on or before December 31, 2004, a participant may
obtain an in-service withdrawal subject to a 10% penalty and
suspension of future contributions for at least 12 months.
Cash that is deferred is paid out in cash, except that any cash
that is invested in Huntington common stock at the time of
distribution is distributed in shares. Huntington common stock
that is deferred is distributed in kind.
The table below sets forth the rate of return for the one-year
period ending December 31, 2007 for each of the investment
options under the EDCP.
|
|
|
|
|
Vanguard Wellington Fd Adm
|
|
|
8.48
|
%
|
Europacific Growth Fd CI R-4
|
|
|
18.87
|
|
Huntington Intl Equity Fd IV
|
|
|
17.06
|
|
Huntington Fixed Inc Sec Fd IV
|
|
|
6.23
|
|
Huntington Inter Gov Inc Fd IV
|
|
|
6.58
|
|
Vanguard Institutional Index Fd
|
|
|
5.47
|
|
Huntington Macro 100 Fund IV
|
|
|
(3.12
|
)
|
Huntington Growth Fund IV
|
|
|
15.93
|
|
Huntington Income Equity Fd IV
|
|
|
1.90
|
|
Huntington Mid-Corp America Fd IV
|
|
|
7.79
|
|
Huntington New Economy Fd IV
|
|
|
12.19
|
|
Huntington Rotating Mkts Fd IV
|
|
|
8.67
|
|
T Rowe Price Mid-Cap Growth
|
|
|
17.65
|
|
Huntington Dividend Capture Fd
|
|
|
(6.91
|
)
|
Huntington Short Int Fx Fd IV
|
|
|
4.79
|
|
T Rowe Small Cap Stock Fd Adv
|
|
|
(1.96
|
)
|
Managers Special Equity Fd
|
|
|
(0.59
|
)
|
Huntington Situs Small Cap Fd IV
|
|
|
9.95
|
|
Huntington Money Market Fd IV
|
|
|
4.37
|
|
Huntington Bancshares Incorporated Common Stock
|
|
|
(37.43
|
)
|
32
The table below presents the actuarial present value of each
named executive officers accumulated benefit as of
September 30, 2007 under Huntingtons Retirement Plan
and Huntingtons Supplemental Retirement Income Plan, known
as the SRIP. September 30 is the pension plan measurement date
used for financial statement reporting purposes with respect to
Huntingtons audited financial statements for fiscal year
2007.
PENSION
BENEFITS
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Present Value of
|
|
Payments
|
|
|
|
|
Years of
|
|
Accumulated
|
|
During Last
|
|
|
|
|
Credited Service
|
|
Benefit
|
|
Fiscal Year
|
Name
|
|
Plan Name
|
|
(#)(1)
|
|
($)(2)
|
|
($)
|
|
Thomas E. Hoaglin
|
|
Retirement Plan
|
|
|
6.6667
|
|
|
|
142,911
|
|
|
|
0
|
|
|
|
Supplemental Retirement Income Plan
|
|
|
6.6667
|
|
|
|
605,483
|
|
|
|
0
|
|
Donald R. Kimble
|
|
Retirement Plan
|
|
|
3.3333
|
|
|
|
39,941
|
|
|
|
0
|
|
|
|
Supplemental Retirement Income Plan
|
|
|
3.3333
|
|
|
|
50,495
|
|
|
|
0
|
|
Marty E. Adams(3)
|
|
Retirement Plan
|
|
|
0.2500
|
|
|
|
4,437
|
|
|
|
0
|
|
|
|
Supplemental Retirement Income Plan
|
|
|
0.2500
|
|
|
|
20,137
|
|
|
|
0
|
|
James W. Nelson
|
|
Retirement Plan
|
|
|
2.9167
|
|
|
|
34,838
|
|
|
|
0
|
|
|
|
Supplemental Retirement Income Plan
|
|
|
2.9167
|
|
|
|
42,168
|
|
|
|
0
|
|
Daniel B. Benhase
|
|
Retirement Plan
|
|
|
7.3333
|
|
|
|
83,841
|
|
|
|
0
|
|
|
|
Supplemental Retirement Income Plan
|
|
|
7.3333
|
|
|
|
77,494
|
|
|
|
0
|
|
|
|
|
(1) |
|
Years of credited service reported in the table are equal to
actual years of service as of the pension plan measurement date,
September 30, 2007. |
|
(2) |
|
The valuation method used to determine the benefit figures
shown, and all material assumptions applied, are discussed in
Footnote 18 of Huntingtons Notes to Consolidated
Financial Statements contained in the Annual Report for the
fiscal year ended December 31, 2007. |
|
(3) |
|
Under the terms of Mr. Adams Employment Agreement, he
became eligible for a benefit in the form of a monthly life
annuity under the SRIP upon his termination of employment
effective December 31, 2007. For additional detail about
amounts and benefits due to Mr. Adams upon his termination,
see Potential Payments Upon Termination or
Change-in-Control
below. |
An employee becomes a participant in the Retirement Plan on the
January 1 or July 1 next following the date he or she attains
age 21 and completes one year of service. An employee who:
(a) is a participant in the Retirement Plan; (b) has
been nominated by the Compensation Committee; and (c) earns
compensation in excess of the limitation imposed by Internal
Revenue Code Section 401(a)(17) or whose benefit exceeds
the limitation of Code Section 415(b), is eligible to
participate in the SRIP. In addition, employees whose final
benefits under the Retirement Plan are reduced due to elective
deferral of compensation under the Huntington Executive Deferred
Compensation Plan are also eligible to participate in the SRIP.
Benefits under both the Retirement Plan and the SRIP are based
on levels of final average compensation and years of credited
service. Benefits under the SRIP, however, are not limited by
Code Sections 401(a)(17) and 415. Code
Section 401(a)(17) limits the annual amount of compensation
that may be taken into account when calculating benefits under
the Retirement Plan. For 2007, this limit was $225,000. Code
Section 415 limits the annual benefit amount that a
participant may receive under the Retirement Plan. For 2007,
this amount was $180,000.
The compensation covered for these named executive officers by
the Retirement Plan and the SRIP is the average of the total
paid, in the five consecutive highest years of the executive
officers career with Huntington, of base salary and 50% of
bonus. Bonuses are taken into account for the year in which paid
rather than earned. The maximum years of credited service
recognized by the Retirement Plan and the SRIP is forty. The
number of years of credited service reported in the table is
equal to the actual years of service with Huntington. The
Pension Review Committee may however, in its discretion, approve
additional years of credited service in addition to those
actually earned by a participant for the purposes of determining
benefits under the SRIP.
Benefit figures shown are computed on the assumption that
participants retire at age 65, the normal retirement age
specified in the plans. None of the named executive officers is
eligible for early retirement under either the Retirement Plan
or the SRIP. The normal form of benefit under both the
Retirement Plan and the SRIP is a life annuity. The Retirement
Plan offers additional forms of distribution that are
actuarially equivalent to the life annuity. As required by
federal law, if a participant is married at the
33
time his or her benefit commences, the participant must commence
benefits in the form of a qualified joint and 50% survivor
annuity unless the participants spouse consents to another
form of distribution. In addition to various annuity forms of
distribution, the Retirement Plan permits distribution in the
form of a single lump sum under either of the following two
circumstances: (I) the present value of the
participants accrued benefit is less than $10,000; or
(II) the participant terminates employment, is eligible for
early or normal retirement, and elects to receive a lump sum
distribution within 45 days of being notified of its
availability.
Potential
Payments Upon Termination or
Change-in-Control
Huntington has entered into
change-in-control
agreements, referred to as Executive Agreements, with each of
the persons named in the table of Summary Compensation. The
Executive Agreements were entered into to provide protection
for, and thus retain, its well-qualified executive officers
notwithstanding any actual or threatened change in control of
Huntington. Mr. Adams Executive Agreement was
terminated effective upon his termination of employment as of
December 31, 2007. Mr. Adams termination,
however, triggered certain payments under his employment
agreement, as further described below. In addition,
Mr. Hoaglins employment agreement provides for
continuing payments to him upon the event of termination in
certain situations other than a change in control.
Executive
Agreements
Under the Executive Agreements, change in control generally
includes:
|
|
|
|
|
the acquisition by any person of beneficial ownership of 25% or
more of Huntingtons outstanding voting securities;
|
|
|
|
a change in the composition of the board of directors if a
majority of the new directors were not appointed or nominated by
the directors currently sitting on the board of directors or
their subsequent nominees;
|
|
|
|
a merger involving Huntington where Huntingtons
shareholders immediately prior to the merger own less than 51%
of the combined voting power of the surviving entity immediately
after the merger;
|
|
|
|
the dissolution of Huntington; and
|
|
|
|
a disposition of assets, reorganization, or other corporate
event involving Huntington which would have the same effect as
any of the above-described events.
|
Under each Executive Agreement, Huntington or its successor must
provide severance benefits to the executive officer if such
officers employment is terminated (other than on account
of the officers death or disability or for cause):
|
|
|
|
|
by Huntington, at any time within 36 months after a change
in control;
|
|
|
|
by Huntington, at any time prior to a change in control but
after commencement of any discussions with a third party
relating to a possible change in control involving such third
party if the executive officers termination is in
contemplation of such possible change in control and such change
in control is actually consummated within 12 months after
the date of such executive officers termination;
|
|
|
|
by the executive officer voluntarily with good reason at any
time within 36 months after a change in control of
Huntington; and
|
|
|
|
by the executive officer voluntarily with good reason at any
time after commencement of change in control discussions if such
change in control is actually consummated within 12 months
after the date of such officers termination.
|
Good reason generally means the assignment to the executive
officer of duties which are materially different from such
duties prior to the change in control, a reduction in such
officers salary or benefits, or a demand to relocate to an
unacceptable location, made by Huntington or its successor
either after a change in control or after the commencement of
change in control discussions if such change or reduction is
made in contemplation of a change in control and such change in
control is actually consummated within 12 months after such
change or reduction. An executive officers determination
of good reason will be conclusive and binding upon the parties
if made in good faith, except that, if the executive officer is
serving as chief executive officer of Huntington immediately
prior to a change in control, the occurrence of a change in
control will be conclusively deemed to constitute good reason.
34
The executive officers severance payments and benefits
under the Executive Agreements consist of:
|
|
|
|
|
in addition to any accrued compensation payable as of
termination of employment, a lump-sum cash payment equal to
three times (or, in the case of Messrs. Kimble and Benhase,
two and one-half times, and in the case of Mr. Nelson, two
times) the officers highest base annual salary;
|
|
|
|
in addition to any interim award that Huntington owes under the
Management Incentive Plan, a lump-sum cash payment equal to
three times (or, in the case of Messrs. Kimble and Benhase,
two and one-half times and in the case of Mr. Nelson, two
times) the greater of the target annual incentive award for the
executive officers incentive group for the calendar year
during which the change in control occurs or the calendar year
immediately preceding the year during which the change in
control occurs;
|
|
|
|
in addition to any prorated long-term incentive award that
Huntington owes under the long-term incentive plan program, a
lump sum cash payment equal to the greater of the target
long-term incentive plan award for the executives
incentive group for the most recent performance cycle during
which the change in control occurs or the performance cycle
immediately preceding the most recent performance cycle during
which the change in control occurs;
|
|
|
|
thirty-six months (or, in the case of Mr. Nelson,
twenty-four months) of continued insurance benefits, provided
that for Mr. Hoaglin, to the extent any employment
agreement with Huntington provides the executive officer with
greater health care benefits or with health care benefits for a
longer period of time, then the employment agreement supersedes
the Executive Agreement;
|
|
|
|
thirty-six months (or, in the case of Mr. Nelson,
twenty-four months) of additional service credited for purposes
of retirement benefits; and
|
|
|
|
all fees for outplacement services for the executive up to a
maximum amount equal to 15% of the executives annual base
salary plus reimbursement for job search travel expenses up to
$5,000;
|
|
|
|
stock, stock options, restricted stock, RSUs and other awards
under Huntingtons stock and incentive plans become
exercisable according to the terms of the plans; and
|
|
|
|
such other benefits that the executive was otherwise entitled to
including perquisites, benefits, and service credit for benefits.
|
Each Executive Agreement also provides that Huntington will pay
the executive officer such amounts as would be necessary to
compensate such officer for any excise tax paid or incurred due
to any severance payment or other benefit provided under the
Executive Agreement, referred to as a tax
gross-up.
However, if the severance payments and benefits to
Messrs. Kimble, Nelson and Benhase would be subject to any
excise tax, but would not be subject to such tax if the total of
such payments and benefits were reduced by 10% or less, then
such payments and benefits will be reduced by the minimum amount
necessary (not to exceed 10% of such payments and benefits) so
that Huntington will not have to pay an excess severance payment
and Messrs. Kimble, Nelson and Benhase will not be subject
to an excise tax.
The Executive Agreements provide that, for a period of five
years after any termination of the executive officers
employment, Huntington will provide the executive officer with
coverage under a standard directors and officers
liability insurance policy at its expense, and will indemnify,
hold harmless, and defend the officer to the fullest extent
permitted under Maryland law against all expenses and
liabilities reasonably incurred by the officer in connection
with or arising out of any action, suit, or proceeding in which
he may be involved by reason of having been a director or
officer of Huntington or any subsidiary.
Huntington must pay the cost of counsel (legal and accounting)
for an executive officer in the event such officer is required
to enforce any of the rights granted under his Executive
Agreement. In addition, the executive officer is entitled to
prejudgment interest on any amounts found to be due in
connection with any action taken to enforce such officers
rights under the Executive Agreement at a rate equal to the
prime commercial rate of The Huntington National Bank or its
successor in effect from time to time plus 4%.
As a condition to receiving the payments and benefits under the
Executive Agreements, the executive officer will be required to
execute a release in the form determined by Huntington.
Severance benefits payable in a lump sum will be paid not later
than 45 business days following the date the executives
employment terminates. The Executive Agreements are in effect
through December 31, 2008 and are subject to automatic
one-year renewals and to an extension for thirty-six months
after any month in which a change of control occurs. An
Executive Agreement will terminate if the employment of the
executive officer terminates other than under circumstances
which trigger the severance benefits.
35
The estimated payments and benefits that would be paid in the
event each named executive officer is entitled to benefits under
his or her Executive Agreement are set forth below. For purposes
of quantifying these benefits, Huntington assumed that a change
in control occurred on December 31, 2007 and that the
executive officers employment was terminated on that date
without cause. The closing price of a share of Huntington common
stock on that date was $14.76.
Estimated Payments and Benefits Upon a
Change-in-Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term
|
|
|
|
|
|
Service
|
|
|
Accelerated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
SRIP
|
|
|
Credit
|
|
|
Equity
|
|
|
Preliminary
|
|
|
|
Cash
|
|
|
Pro-Rata
|
|
|
Perquisite
|
|
|
Welfare
|
|
|
Compensation
|
|
|
Acceleration
|
|
|
under
|
|
|
Awards
|
|
|
CIC
|
|
Executive
|
|
Severance(1)
|
|
|
Bonus Value(2)
|
|
|
Value(3)
|
|
|
Value(4)
|
|
|
Value(5)
|
|
|
Value(6)
|
|
|
SRIP(7)
|
|
|
Value(8)
|
|
|
Value(9)
|
|
|
Hoaglin
|
|
$
|
5,346,000
|
|
|
$
|
891,000
|
|
|
$
|
138,650
|
|
|
$
|
20,910
|
|
|
$
|
835,313
|
|
|
$
|
N/A
|
|
|
$
|
617,681
|
|
|
$
|
498,791
|
|
|
$
|
8,348,344
|
|
Kimble
|
|
|
1,451,250
|
|
|
|
193,500
|
|
|
|
63,050
|
|
|
|
24,525
|
|
|
|
290,250
|
|
|
|
17,174
|
|
|
|
100,723
|
|
|
|
87,461
|
|
|
|
2,227,934
|
|
Nelson
|
|
|
1,146,000
|
|
|
|
191,000
|
|
|
|
62,300
|
|
|
|
17,890
|
|
|
|
286,500
|
|
|
|
19,628
|
|
|
|
61,647
|
|
|
|
66,112
|
|
|
|
1,851,077
|
|
Benhase
|
|
|
1,237,500
|
|
|
|
165,000
|
|
|
|
54,500
|
|
|
|
29,225
|
|
|
|
247,500
|
|
|
|
N/A
|
|
|
|
194,288
|
|
|
|
89,996
|
|
|
|
2,018,009
|
|
|
|
|
(1) |
|
Multiple of base salary as of December 31, 2007 and target
bonus, payable in a lump sum. |
|
(2) |
|
Target amount of annual cash incentive award for 2007 under the
Management Incentive Plan, the higher of target or actual.
Payable in a lump sum. |
|
(3) |
|
Includes the maximum amount of outplacement assistance and
travel expense reimbursement. |
|
(4) |
|
Cost of continuation of health and life insurance coverage. |
|
(5) |
|
The prorated value of all unpaid long-term incentive plan
performance cycles at December 31, 2007, assuming target
performance, plus one time the target amount. |
|
(6) |
|
Value of accelerated vesting of retirement benefit under SRIP. |
|
(7) |
|
Value of additional years of service credited under SRIP. |
|
(8) |
|
Value of accelerated vesting of time-based stock options and
RSUs (calculated under Section 280G of the Internal Revenue
Code). |
|
(9) |
|
Preliminary change in control value equal to the total of all
payments and values in the table. |
The table below illustrates the calculation of the tax
gross-up
amount and the final change in control value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parachute
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment
|
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary
|
|
|
|
|
|
Safe Harbor
|
|
|
Subject to
|
|
|
|
|
|
Gross-Up
|
|
|
Final CIC
|
|
Executive
|
|
CIC Value(1)
|
|
|
Base(2)
|
|
|
Amount(3)
|
|
|
Excise Tax(4)
|
|
|
Excise Tax(5)
|
|
|
Amount(6)
|
|
|
Value(7)
|
|
|
Hoaglin
|
|
$
|
8,348,344
|
|
|
$
|
1,349,041
|
|
|
$
|
4,047,123
|
|
|
$
|
6,999,303
|
|
|
$
|
1,399,861
|
|
|
$
|
3,849,472
|
|
|
$
|
12,197,817
|
|
Kimble
|
|
|
2,227,934
|
|
|
|
485,579
|
|
|
|
1,456,738
|
|
|
|
1,742,354
|
|
|
|
348,471
|
|
|
|
958,259
|
|
|
|
3,186,193
|
|
Nelson
|
|
|
1,851,077
|
|
|
|
508,463
|
|
|
|
1,525,390
|
|
|
|
1,342,614
|
|
|
|
268,523
|
|
|
|
738,410
|
|
|
|
2,589,487
|
|
Benhase
|
|
|
2,018,009
|
|
|
|
487,927
|
|
|
|
1,463,782
|
|
|
|
1,530,082
|
|
|
|
306,016
|
|
|
|
841,514
|
|
|
|
2,859,523
|
|
|
|
|
(1) |
|
Total from table above. |
|
(2) |
|
Average gross income as determined pursuant to Code
Section 280(G). |
|
(3) |
|
Minimum parachute amount payable at which the excise tax under
Code Section 4999 will be triggered. |
|
(4) |
|
If the preliminary change in control value is greater than the
safe harbor amount, the amount greater than the base amount is
subject to excise tax. |
|
(5) |
|
The excise tax is equal to 20% of the amount subject to excise
tax. |
|
(6) |
|
The gross-up
amount includes the excise tax, plus the effect of federal
income taxes (at the rate of 35%), state income taxes (at the
rate of 7.185%) and FICA-HI taxes (at the rate of 1.45%) on the
excise tax. This amount is payable in a lump sum. |
|
(7) |
|
The total value of the change in control payments and benefits. |
Mr. Adams
Employment Agreement Payments Upon Termination of
Employment as of December 31, 2007
Mr. Adams terminated his employment with Huntington as of
December 31, 2007. The board of directors and
Mr. Adams agreed that this termination would be deemed to
be a termination for good reason under the terms of
the employment agreement. Upon termination for good reason,
Mr. Adams became entitled to receive a lump sum payment
consisting of accrued
36
amounts, including a pro-rata bonus for the year of termination
(based on the higher of Mr. Adams target bonus and
the bonus paid or payable to him for the year prior to the year
of termination), and an amount equal to the sum of his base
salary and the higher of his target bonus and the bonus paid or
payable to him for the year prior to the year of termination,
multiplied by the greater of (i) two and (ii) the
number of days remaining in the employment period, divided by
365 (but in no event greater than three). Mr. Adams became
entitled to a lump sum cash amount equal to 1.0 times the
greater of the target long-term award for his incentive group
for the most recently completed performance cycle prior to his
termination or the performance cycle immediately preceding that
cycle. These payments totaled $6,841,430.
All of Mr. Adams equity compensation awards,
consisting of stock options, restricted stock and RSUs vested
and all restrictions lapsed, and will generally remain
exercisable for their full term. The value of the accelerated
vesting of equity compensation as of December 31, 2007 is
$4,991,209.
In addition, Mr. Adams became eligible for a benefit in the
form of a monthly life annuity under the SRIP upon his
termination of employment. Per the employment agreement, the
benefit under the SRIP was determined as if Mr. Adams had
ten years of credited service, an extra three years of age, and
an additional three years of compensation equal to $1,834,967.
This will result in a monthly life annuity payment of $11,697.72
commencing in July 2008. The present value of
Mr. Adams SRIP benefit as of December 31, 2007
is $1,773,580.
Mr. Adams qualified for retiree medical coverage from
Huntington so the terms of his employment agreement that
provided for health care coverage were not triggered.
The agreement contains certain restrictive covenants, including
non-solicitation and non-competition restrictions during the
employment period and for one year after termination of his
employment for any reason. In addition, for five years following
termination, Huntington will provide Mr. Adams with a
furnished office and secretarial support. For one year following
termination, Mr. Adams will continue to be available to
Huntington to assist with transitional matters for no additional
compensation.
Mr. Hoaglins
Employment Agreement Potential Payments Upon
Termination Other Than
Change-in-Control
Mr. Hoaglin is entitled under his employment agreement to
certain payments and benefits in the event his employment is
terminated during the term by death, disability, without
cause by Huntington, and for good reason
by Mr. Hoaglin. In the event Mr. Hoaglins
employment is terminated by Huntington without cause
or by Mr. Hoaglin for good reason (each, as
defined in the agreement), he will receive a lump sum payment
consisting of accrued amounts, including a pro-rata bonus for
the year of termination (based on the higher of
Mr. Hoaglins target bonus and the bonus paid or
payable to him for the year prior to the year of termination),
and an amount equal to the sum of his base salary and the higher
of his target bonus and the bonus paid or payable to him for the
year prior to the year of termination, multiplied by a number
(referred to below as the severance multiple) equal to the
greater of (i) two and (ii) the number of days
remaining in the employment period, divided by 365 (but in no
event greater than three). In the event of any such termination
of employment, Mr. Hoaglin will also be entitled to a lump
sum cash amount equal to 1.0 times the greater of the target
long-term award for his incentive group for the most recently
completed performance cycle prior to his termination or the
performance cycle immediately preceding that cycle. In addition,
in such event, all of his equity compensation awards will vest
and generally remain exercisable for their full term.
In addition, in the event of termination without
cause by Huntington, and for good reason
by Mr. Hoaglin, Mr. Hoaglins retirement benefits
will be determined assuming his age was increased by the number
of years equal to the severance multiple, his employment with
Huntington continued for the number of years equal to his
severance multiple and his compensation during this deemed
period of continued employment was equal to his severance
payment and was payable in equal monthly installments over that
period.
In the event Mr. Hoaglins employment is terminated by
his death, his estate or beneficiary will receive a lump sum
payment consisting of accrued amounts, including a pro-rata
bonus for the year of termination (based on the higher of
Mr. Hoaglins target bonus and the bonus paid or
payable to him for the year prior to the year of termination).
In the event of any such termination of employment,
Mr. Hoaglins estate or beneficiary will also be
entitled to a lump sum cash amount equal to 1.0 times the
greater of the target long-term award for his incentive group
for the most recently completed performance cycle prior to his
termination or the performance cycle immediately preceding that
cycle. In addition, Mr. Hoaglins estate or
beneficiary would also be entitled to six months of continued
annual base salary and target annual incentive payment. In
addition, in such event, all of his equity compensation awards
will vest and generally remain exercisable for their full term.
In the event Mr. Hoaglins employment is terminated by
his disability, he will receive a lump sum payment consisting of
accrued amounts, including a pro-rata bonus for the year of
termination (based on the higher of Mr. Hoaglins
target bonus and
37
the bonus paid or payable to him for the year prior to the year
of termination). In the event of any such termination of
employment, Mr. Hoaglin will also be entitled to a lump sum
cash amount equal to 1.0 times the greater of the target
long-term award for his incentive group for the most recently
completed performance cycle prior to his termination or the
performance cycle immediately preceding that cycle. In addition,
in such event, all of his equity compensation awards will vest
and generally remain exercisable for their full term.
Mr. Hoaglin will also be paid 2/3 of his base salary for
the remainder of the employment period, less any disability
benefit payments received from the company.
In addition, upon a termination of Mr. Hoaglins
employment for any reason other than for cause,
Mr. Hoaglin and his wife will be entitled to health
insurance coverage which is comparable in terms of coverage,
deductibles, co-payments and costs to the health care coverage
provided to him and her immediately prior to his termination
until the earlier of such time as he
and/or his
wife are entitled to health care coverage under another
employers plan, he
and/or his
wife are eligible for Medicare or other comparable program, or
he and/or
his wife are entitled to health care insurance pursuant to any
health care insurance plan provided by Huntington to retired
employees. In the event that participation in these health
insurance plans is not permitted, then Huntington will directly
provide, at its discretion and at no after-tax cost to
Mr. Hoaglin, either the benefits to which he or his wife
would be entitled under such plans, or a lump-sum cash payment
equal to the after-tax value of the benefits.
The agreement also contains certain restrictive covenants,
including non-solicitation and non-competition restrictions
during the employment period and for one year after termination
of his employment for any reason.
The table below illustrates the potential payments and benefits
under the scenarios described above, assuming the termination
occurred on December 31, 2007. The closing price of a share
of Huntington common stock on that date was $14.76. The amounts
shown in the table do not include payments and benefits
available generally to salaried employees upon termination of
employment, such as accrued vacation pay, distributions from the
401(k), pension and deferred compensation plans, or any death,
disability or post-retirement welfare benefits available under
broad-based employee plans.
Estimated Payments Upon Termination Other Than
Change-in-Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro-rata
|
|
|
Equity
|
|
|
|
|
|
Medical
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Bonus
|
|
|
Awards
|
|
|
|
|
|
Benefits
|
|
|
Salary/Bonus
|
|
|
Cash
|
|
|
Benefit
|
|
Reason for Termination
|
|
Value(1)
|
|
|
(2)
|
|
|
LTIP(3)
|
|
|
(4)
|
|
|
Continuation(5)
|
|
|
Severance(6)
|
|
|
under SRIP(7)
|
|
|
Death
|
|
$
|
891,000
|
|
|
$
|
498,791
|
|
|
$
|
278,438
|
|
|
$
|
66,100
|
|
|
$
|
891,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Disability
|
|
|
891,000
|
|
|
|
498,791
|
|
|
|
278,438
|
|
|
|
113,300
|
|
|
|
1,345,500
|
|
|
|
0
|
|
|
|
0
|
|
Without Cause/Good Reason
|
|
|
891,000
|
|
|
|
498,791
|
|
|
|
278,438
|
|
|
|
113,300
|
|
|
|
0
|
|
|
|
5,346,000
|
|
|
|
905,240
|
|
Without Good Reason
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
113,300
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Cause
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1) |
|
Target amount of annual cash incentive award for 2007 under the
Management Incentive Plan, the higher of target or actual,
payable in a lump sum. |
|
(2) |
|
Value of accelerated vesting of time-based stock options and
RSUs (calculated under Section 280G of the Internal Revenue
Code). |
|
(3) |
|
Target long-term incentive plan award under most recently
completed cycle, ended on December 31, 2007. |
|
(4) |
|
Continuation of health insurance coverage. |
|
(5) |
|
Salary continuation upon death, six months of salary
$445,500 plus six months of annual cash incentive award
($445,500); and for disability, two-thirds of annual salary for
remainder of contract term reduced by estimated disability
benefit payments to be provided by the company ($585.000). |
|
(6) |
|
Severance amount: three times base salary plus three times
target annual cash incentive amount, payable in a lump sum. |
|
(7) |
|
Increased benefit under SRIP. |
38
DIRECTOR
COMPENSATION
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
Non-qualified
|
|
|
|
|
|
|
|
|
|
Earned or
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
Paid in
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
Name(1)
|
|
Cash(2)
|
|
|
Awards(3)
|
|
|
Awards(4)
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Total
|
|
|
Raymond. J. Biggs
|
|
$
|
56,750
|
|
|
$
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
106,775
|
|
Don M. Casto III
|
|
|
76,750
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,775
|
|
Michael J. Endres
|
|
|
59,750
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
109,775
|
|
Marylouise Fennell
|
|
|
32,500
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,525
|
|
John B. Gerlach, Jr.
|
|
|
70,125
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,150
|
|
D. James Hilliker
|
|
|
29,500
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,525
|
|
Karen A. Holbrook
|
|
|
27,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,250
|
|
David P. Lauer
|
|
|
79,125
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
129,150
|
|
Jonathan A. Levy
|
|
|
28,750
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78,775
|
|
Wm. J. Lhota
|
|
|
64,875
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114,900
|
|
Gene E. Little
|
|
|
64,000
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114,025
|
|
Gerard P. Mastroianni
|
|
|
31,500
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,525
|
|
David L. Porteous
|
|
|
67,000
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117,025
|
|
Kathleen H. Ransier
|
|
|
59,750
|
|
|
|
50,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
109,775
|
|
|
|
|
(1) |
|
Ms. Holbrook served as a director through May 30,
2007. Ms. Fennell and Messrs. Hilliker, Levy and
Mastroianni joined the board as of July 1, 2007. |
|
(2) |
|
Fees earned or paid consist of retainer and meeting fees.
Amounts reported include amounts deferred under the Huntington
Bancshares Incorporated Deferred Compensation Plan and Trust for
Huntington Bancshares Incorporated Directors described below. |
|
(3) |
|
Grants of 2,500 deferred stock units were made to each director
on July 23, 2007 under the 2007 Stock and Long-Term
Incentive Plan. These awards were immediately vested and are
payable six months following separation from service. This
column reflects the dollar amount recognized for financial
statement reporting purposes for these grants with respect to
2007 in accordance with FAS 123(R). This amount is the same
as the grant date fair value and was determined by multiplying
the number of units by the fair market value (the closing price)
on the date of grant, $20.01. Dividends will be accumulated and
paid when the shares are released. |
39
|
|
|
(4) |
|
The directors deferred stock units and stock option awards
outstanding as of December 31, 2007 are set forth in the
table below. The stock options reported for Ms. Fennell and
Messrs. Hilliker, Levy and Mastroianni were granted by Sky
Financial, or a predecessor, and were converted to Huntington
options upon the merger. |
|
|
|
|
|
|
|
|
|
|
|
Deferred Stock Awards
|
|
Shares Subject to
|
Name
|
|
Outstanding (#)
|
|
Option (#)
|
|
Raymond. J. Biggs
|
|
|
4,500
|
|
|
|
25,000
|
|
Don M. Casto III
|
|
|
4,500
|
|
|
|
65,270
|
|
Michael J. Endres
|
|
|
4,500
|
|
|
|
25,000
|
|
Marylouise Fennell
|
|
|
2,500
|
|
|
|
25,902
|
|
John B. Gerlach, Jr.
|
|
|
4,500
|
|
|
|
58,615
|
|
D. James Hilliker
|
|
|
2,500
|
|
|
|
93,611
|
|
Karen A. Holbrook
|
|
|
0
|
|
|
|
14,167
|
|
David P. Lauer
|
|
|
4,500
|
|
|
|
25,000
|
|
Jonathan A. Levy
|
|
|
2,500
|
|
|
|
126,265
|
|
Wm. J. Lhota
|
|
|
4,500
|
|
|
|
65,270
|
|
Gene E. Little
|
|
|
4,500
|
|
|
|
|
|
Gerard P. Mastroianni
|
|
|
2,500
|
|
|
|
98,721
|
|
David L. Porteous
|
|
|
4,500
|
|
|
|
17,500
|
|
Kathleen H. Ransier
|
|
|
4,500
|
|
|
|
25,000
|
|
Huntington compensates non-employee directors for their services
as directors with retainer fees and meeting fees. Huntington
pays each director an annual retainer of $35,000, payable in
four equal quarterly installments. Huntington pays an additional
annual retainer of $14,000 to the chairman of the Audit
Committee, $5,000 to the chairman of the Executive Committee and
$10,000 to the chairmen of all other standing committees of the
board of directors, also payable in quarterly installments. In
addition, Huntington pays meeting fees at the standard rate of
$1,500 for each board of directors or committee meeting the
director attends; $2,500 for Audit Committee meetings and $750
for each special, teleconference board of directors or committee
meeting in which the director participates.
A director may defer all or any portion of the cash compensation
otherwise payable to the director if he or she elects to
participate in the Huntington Bancshares Incorporated Deferred
Compensation Plan and Trust for Huntington Bancshares
Incorporated Directors. The plan allows the members of the board
of directors to elect to defer receipt of all or a portion of
the compensation payable to them in the future for services as
directors. Huntington transfers cash equal to the compensation
deferred pursuant to the plan to a trust fund where it is
allocated to the accounts of the participating directors. The
trustee of the plan has broad investment discretion over the
trust fund and is authorized to invest in many forms of
securities and other instruments, including Huntington common
stock. During 2007 the trustee invested primarily in shares of
Huntington common stock. As of December 31, 2007, the
participating directors had account balances as set forth below.
|
|
|
|
|
|
|
Account Balance at
|
|
|
|
December 31,
|
|
Name
|
|
2007
|
|
|
Raymond. J. Biggs
|
|
$
|
208,581
|
|
Don M. Casto III
|
|
|
997,273
|
|
Michael J. Endres
|
|
|
175,473
|
|
John B. Gerlach, Jr.
|
|
|
363,949
|
|
Karen A. Holbrook
|
|
|
91,862
|
|
Wm. J. Lhota
|
|
|
105,165
|
|
Gene E. Little
|
|
|
79,767
|
|
David L. Porteous
|
|
|
201,691
|
|
A directors account will be distributed either in a lump
sum or in equal annual installments over a period of not more
than ten years, as elected by each director. Distribution will
commence upon the earlier of 30 days after the attainment
of an age specified by the director at the time the deferral
election was made, or within 30 days of the directors
termination as a director. All of the assets of the plan
including the assets of the trust fund are subject to the claims
of the creditors of Huntington. The rights of a director or his
or her beneficiaries to any of the assets of the plan are no
greater than the rights of an unsecured general
40
creditor of Huntington. Directors who are also employees of
Huntington do not receive compensation as directors and are not
eligible to participate in this deferred compensation plan.
Huntington considers equity awards for non-employee directors on
an annual basis in amounts determined at the discretion of the
Compensation Committee. On July 23, 2007 Huntington granted
each non-employee director deferred stock awards of
2,500 units. These units vested immediately and will be
released to the respective directors 6 months following
separation from service. Huntington also granted deferred stock
awards (2,000 units) to non-employee directors in 2006.
Huntington has previously granted stock options to the
non-employee directors, from 1997 through 2005.
Proposal
to Approve the Amendment to Huntingtons Charter
The board of directors has adopted resolutions unanimously
approving and recommending that Huntingtons shareholders
adopt an amendment to Huntingtons charter to eliminate the
classified board structure and provide for annual election of
all directors.
The charter presently provides that the directors are divided
into three classes, with each class serving a three-year term.
Under the proposed amendment, the classified board structure
would be eliminated in a manner that does not affect the
unexpired terms of previously elected directors. Commencing with
the 2011 annual meeting of shareholders, all directors would be
elected for one-year terms. Directors at this years annual
meeting will each be elected to serve a three-year term expiring
in 2011. At the 2009 annual meeting, shareholders would be asked
to vote for the Class I directors to serve a two-year term
expiring in 2011. At the 2010 annual meeting, shareholders would
be asked to vote for the Class II directors to serve a
one-year term expiring in 2011. At the 2011 annual meeting and
each succeeding annual meeting, shareholders would be asked to
elect all directors to serve until the next annual meeting and
until their successors are elected and qualified.
The board of directors periodically evaluates its corporate
governance practices to ensure that such practices remain in the
best interest of Huntington and its shareholders. Management had
been considering the benefits of annual elections of directors
when Huntington was contacted in 2007 by a shareholder who
requested that Huntington declassify its board. The board of
directors concurred that declassification was advisable and
decided to propose the charter amendment to the shareholders.
This proposal is not the result of any effort to unseat
incumbent directors or any effort by any person to take control
of the company.
Huntington has had a classified board since an amendment to the
charter to institute it was approved by the shareholders in
1987. The classification of directors has in the past been
widely viewed as benefiting shareholders by promoting continuity
and stability in the board of directors and policies formulated
by the board. Supporters of classified board also believe that
classified boards enhance shareholder value and allow a company
to respond to a takeover attempt in a reasoned manner.
While the board believes that there are important benefits to a
classified board, the board has determined that annual elections
for all directors maximizes accountability to shareholders.
The affirmative vote of the holders of at least two-third of the
outstanding shares of common stock is required to approve the
amendment. A copy of the proposed amendment is attached as
Exhibit A.
The board of directors recommends a vote FOR the
amendment to Huntingtons charter to eliminate the
classified board structure.
Proposal
to Ratify the Appointment of Independent Registered Public
Accounting Firm
The Audit Committee has again selected Deloitte &
Touche LLP, an independent registered public accounting firm,
and referred to as IRPAF, as Huntingtons IRPAF for 2008.
Deloitte & Touche LLP has served as Huntingtons
IRPAF since 2004. Although not required, shareholders are being
asked to ratify the appointment of Deloitte & Touche
LLP as IRPAF for Huntington for the year 2008. The Audit
Committee will reconsider the appointment of
Deloitte & Touche LLP if its selection is not ratified
by the shareholders. Representatives of Deloitte &
Touche LLP will be present at the annual meeting and will have
an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions.
Audit Fees. Audit fees are fees for
professional services rendered for the audits of
Huntingtons annual financial statements and internal
control over financial reporting, review of the financial
statements included in
Form 10-Q
filings, and services that are normally provided by
Deloitte & Touche LLP in connection with statutory and
regulatory filings or engagements. The aggregate audit fees
billed by Deloitte & Touche LLP for the fiscal years
ended December 31, 2007 and December 31, 2006 were
$2,321,974 and $1,506,508, respectively.
Audit-Related Fees. The aggregate fees billed
by Deloitte & Touche LLP for audit-related services
rendered for Huntington and its subsidiaries for the fiscal
years ended December 31, 2007 and December 31, 2006
were $836,529 and
41
$653,400, respectively. Audit related fees generally include
fees for assurance services such as audits of subsidiaries and
pension plans, compliance related to servicing of assets, and
service organization examinations.
Tax Fees. The aggregate fees billed by
Deloitte & Touche LLP for tax-related services
rendered for Huntington and its subsidiaries for the fiscal
years ended December 31, 2007 and December 31, 2006
were $35,000 and $128,557, respectively. The tax-related
services were all in the nature of tax compliance.
All Other Fees. For the fiscal years ended
December 31, 2007 and December 31, 2006,
Deloitte & Touche LLP did not bill Huntington and its
subsidiaries for any other services.
The Audit Committee has a policy that it will pre-approve all
audit and non-audit services provided by the IRPAF, and
shall not engage the IRPAF to perform the specific non-audit
services prohibited by law or regulation. Unless a type of
service to be provided by Deloitte & Touche LLP has
received general pre-approval, it will require specific
pre-approval by the Audit Committee. The Audit Committee has
given general pre-approval for specified audit, audit-related,
tax and other services. The terms of any general pre-approval is
12 months from the date of pre-approval, unless the Audit
Committee specifically provides for a different term. The Audit
Committee will annually review and pre-approve the services that
may be provided by Deloitte & Touche LLP without
obtaining specific pre-approval from the Audit Committee. The
Audit Committee will revise the list of general pre-approved
services from time to time, based upon subsequent
determinations. Pre-approval fee levels for all services to be
provided by Deloitte & Touche LLP are established
annually by the Audit Committee. Any proposed services exceeding
these levels will require specific pre-approval by the Audit
Committee. The Audit Committee does not delegate its
responsibilities to pre-approve services performed by
Deloitte & Touche LLP to management. The Audit
Committee may, however, delegate pre-approval authority to a
member of its committee. The decisions of the member to whom
pre-approval authority is delegated must be presented to the
full Audit Committee at its next scheduled meeting. The Audit
Committee has delegated pre-approval authority to its chairman.
All of the services covered by the fees disclosed above were
pre-approved by the Audit Committee or its chairman. The Audit
Committee has considered and determined that the provision by
Deloitte & Touche LLP of services described above is
compatible with maintaining Deloitte & Touche
LLPs independence.
The board of directors recommends a vote FOR the
ratification of the appointment of Deloitte & Touche
LLP.
Executive
Officers of Huntington
Each executive officer of Huntington is listed below, together
with a statement of the business experience of that officer
during at least the last five years. Executive officers are
elected annually by the board of directors and serve at its
pleasure.
THOMAS E. HOAGLIN, age 58, has served as Chief Executive
Officer for both Huntington and The Huntington National Bank
since February 2001, and as Chairman of the Board for both since
August 2001. Mr. Hoaglin has also served as President for
both Huntington and The Huntington National Bank from February
2001 to July 2007, and from January 2008 to present. Prior to
joining Huntington, Mr. Hoaglin served as
Vice Chairman of AmSouth Bancorporation from February 2000
to August 2000. Mr. Hoaglin served as an officer in various
positions during his
26-year
career at Bank One Corporation until March 1999, including as
Executive Vice President of Private Banking from October 1998 to
March 1999, as Chairman and Chief Executive Officer of Banc One
Services Corp. from June 1997 to October 1998, as Chairman of
Project One from January 1996 to December 1998, as Chairman and
Chief Executive Officer of Bank One Ohio Corporation from 1992
to 1995, and as President and Chief Operating Officer of Bank
One Texas from 1989 to 1992.
DANIEL B. BENHASE, age 48, has served as Senior Executive
Vice President of The Huntington National Bank since February
2005, as Senior Trust Officer since April 2002 and has
managed the Banks Private Financial Group since June 2000.
Mr. Benhase served as Executive Vice President of The
Huntington National Bank from June 2000 to February 2005. Prior
to joining Huntington, Mr. Benhase served as Executive Vice
President for Firstar Corporation from 1994 to June 2000, and as
Executive Vice President for Firstar Bank, N.A. from 1992 to
1994 where he was responsible for managing trust, investment
management, private banking and brokerage activities.
RICHARD A. CHEAP, age 56, has served as General Counsel and
Secretary for Huntington and as Executive Vice President,
General Counsel, Secretary and Cashier of The Huntington
National Bank since May 1998. Mr. Cheap has also served as
a vice president and a director since April 2001, and as
Secretary from April 2001 to December 2001, of Huntington
Preferred Capital, Inc. Prior to joining Huntington,
Mr. Cheap practiced law with the law firm of Porter,
Wright, Morris & Arthur LLP, Columbus, Ohio, from
1981, and as a partner from 1987 to May 1998. While with Porter,
Wright, Morris & Arthur LLP, Mr. Cheap
represented Huntington in a variety of matters, including acting
as lead attorney in negotiating the terms and documentation of
most of Huntingtons bank acquisitions during the preceding
nine years.
42
DONALD R. KIMBLE, age 48, has served as Chief Financial
Officer for Huntington since August 2004, as Executive Vice
President since June 2004, and as Treasurer since May 2007.
Mr. Kimble served as Controller from August 2004 to July
2006. Mr. Kimble has also served as Executive Vice
President and Controller for The Huntington National Bank since
August 2004. Mr. Kimble has served as President and a
director of Huntington Preferred Capital, Inc. since August
2004. Prior to joining Huntington, Mr. Kimble served as
Executive Vice President and Controller for AmSouth
Bancorporation from December 2000 to June 2004, and previously
held various accounting and subsidiary chief financial officer
positions with Bank One Corporation from July 1987 to December
2000.
MARY W. NAVARRO, age 52, has served as Regional Banking
Group President since April 2006 and as Senior Executive Vice
President of The Huntington National Bank since February 2005
and has managed the retail banking line of business since June
2002 when she joined the Bank as Executive Vice President.
Ms. Navarro has managed Operations and Technology since
January 2008. Ms. Navarro also served as interim director
of Human Resources for Huntington from September 2004 to
February 2005. Prior to joining Huntington, Ms. Navarro
served as Executive Vice President and Eastern Region Retail
Manager for Bank One Corp. from 1996 to May 2002.
Ms. Navarro served Bank One Corporation in various
capacities from January 1986 and held many senior leadership
positions including Small Business National Sales Manager,
National Retail Business Credit Delivery Manager, Regional
Business Banking Sales Manager, and Commercial Banking Manager.
JAMES W. NELSON, age 48, has served as Executive Vice
President and Chief Risk Officer for Huntington since joining
the company in November 2004 and is responsible for risk
oversight across the company. Prior to joining Huntington,
Mr. Nelson spent 17 years with the Federal Reserve
Bank of Chicago in various capacities, most recently as Senior
Vice President, Supervision and Regulation, from August 2002 to
October 2004. In this capacity he directed the supervision of
more than 1,000 bank holding companies, state member banks and
U.S. foreign branches. He also served as chair of the
Federal Reserves Regional Banking Organization
Subcommittee and as a member of the Basel Implementation Council
and of the Federal Reserves Strategic Planning Steering
Committee.
NICHOLAS G. STANUTZ, age 53, has served as Senior Executive
Vice President since February 2005 and as Group Manager for
Dealer Sales since June 1999 for The Huntington National Bank.
Mr. Stanutz served as Executive Vice President of The
Huntington National Bank from June 1999 to February 2005. Prior
thereto, Mr. Stanutz served as Senior Vice President from
May 1986 to June 1999, as Product Manager for automobile
financing from June 1994 to June 1999, and as Indiana Dealer
Sales Manager from May 1986 to June 1994.
Involvement
in Certain Legal Proceedings
On June 2, 2005, Huntington announced that the SEC approved
the settlement of its previously announced formal investigation
into certain financial accounting matters relating to fiscal
years 2002 and earlier and certain related disclosure matters.
As a part of the settlement, the SEC instituted a cease and
desist administrative proceeding and entered a cease and desist
order and also filed a civil action in federal district court
pursuant to which, without admitting or denying the allegations
in the complaint, Huntington, its former chief financial
officer, its former controller and Mr. Hoaglin consented to
pay civil money penalties. Huntington consented to pay a penalty
of $7.5 million. Without admitting or denying the charges
in the administrative proceeding, Huntington and the individuals
each agreed to cease and desist from committing
and/or
causing the violations charged as well as any future violations
of these provisions. Additionally, Mr. Hoaglin agreed to
pay disgorgement, pre-judgment interest and penalties in the
amount of $667,609. Each of the former chief financial officer
and the former controller also agreed to pay amounts consisting
of disgorgement, pre-judgment interest and penalties and also
consented to certain other non-monetary penalties.
Proposals
by Shareholders for 2009 Annual Meeting
If any shareholder of Huntington wishes to submit a proposal for
inclusion in Huntingtons annual meeting proxy statement
and form of proxy with respect to the 2008 Huntington annual
meeting, the proposal must be received by the Secretary of
Huntington at the principal executive offices of Huntington,
Huntington Center, 41 South High Street, Columbus, Ohio 43287,
prior to the close of business
on ,
2008. A shareholder proposal received
after ,
but on or
before 2009,
will not be included in the proxy materials, but may be
presented at the 2009 Huntington annual meeting. If Huntington
receives notice of a shareholder proposal
after
2009, the persons named as proxies for the 2009 Huntington
annual meeting will have discretionary voting authority to vote
on such proposal at the meeting.
In addition, Huntingtons bylaws establish advance notice
procedures as to (1) business to be brought before an
annual meeting of shareholders other than by or at the direction
of the Huntington board of directors, and (2) the
nomination, other than by or at the direction of the Huntington
board of directors, of candidates for election as directors. Any
shareholder who wishes to
43
submit a proposal to be acted upon at next years
Huntington annual meeting or who wishes to nominate a candidate
for election as a director should obtain a copy of these bylaw
provisions and may do so by written request addressed to the
Secretary of Huntington at Huntingtons principal executive
offices.
Other
Matters
As of the date of this Proxy Statement, Management knows of no
other business that will come before the meeting. Should any
other matter requiring a vote of the shareholders arise, a
properly submitted proxy confers upon the person or persons
designated to vote the shares discretionary authority to vote
the same with respect to any such other matter in accordance
with their best judgment.
Huntingtons 2007 Annual Report was furnished to
shareholders concurrently with this proxy material.
Huntingtons
Form 10-K
for 2007 will be furnished, without charge, to Huntington
shareholders upon written request to Investor Relations,
Huntington Bancshares Incorporated, Huntington Center, 41 South
High Street, Columbus, Ohio 43287. In addition,
Huntingtons
Form 10-K
for 2007 and certain other reports filed with the Securities and
Exchange Commission can be found on the Investor Relations pages
of Huntingtons website at huntington.com.
If you are an employee of Huntington or its affiliated entities
and are receiving this Proxy Statement as a result of your
participation in the Huntington Investment and Tax Savings Plan
or the Sky Financial Group Inc. Profit Sharing, 401(k), and ESOP
Plan, a proxy card has not been included. Instead, an
instruction card, similar to a proxy card, has been provided so
that you may instruct the trustee how to vote your shares held
under this plan. Please refer to your instruction card for
information on instructing the trustee electronically over the
Internet or by telephone.
The Securities and Exchange Commission has adopted householding
rules which permit companies and intermediaries, such as
brokers, to satisfy delivery requirements for proxy statements
and annual reports with respect to two or more shareholders
sharing the same address by delivering one copy of these
materials to these shareholders. A number of brokerage firms
have instituted householding procedures. If you hold your shares
in street name, please contact your bank, broker, or
other holder of record to request information about householding.
44
Exhibit A
PROPOSED
AMENDMENT TO CHARTER
The charter of the Corporation is hereby amended by deleting
Article Seventh in its entirety and inserting the following
in lieu thereof:
Except as may otherwise be provided in the terms of any
class or series of stock other than Common Stock, (a) at
the annual meeting of stockholders of the Corporation held in
2009, each director shall be elected to hold office until the
second succeeding annual meeting of stockholders and until his
or her successor is duly elected and qualifies, and
(b) commencing with the annual meeting of stockholders of
the Corporation held in 2010, each director shall be elected to
hold office until the next annual meeting of stockholders and
until his or her successor is duly elected and qualifies.
Directors may be elected to an unlimited number of successive
terms.
Subject to the rights of holders of one or more classes or
series of stock other than Common Stock to elect or remove one
or more directors, any director, or the entire Board of
Directors, may be removed from office at any time, but only for
cause and then only by the affirmative vote of at least
two-thirds of the votes entitled to be cast generally in the
election of directors.
45
. NNNNNNNNNNNN + C 1234567890 NNNNNN MR ANDREW SAMPLE 1234 AMERICA DRIVE NNNNNNNNN ANYWHERE,
IL 60661 IMPORTANT ANNUAL SHAREHOLDERS MEETING INFORMATION YOUR VOTE COUNTS! Annual Meeting
Proxy Notice 123456 C0123456789 12345 Important Notice Regarding the Availability of Proxy
Materials for the Huntington Bancshares Incorporated Shareholder Meeting to be Held on April 23,
2008 Under new Securities and Exchange Commission rules, you are receiving this notice that the
proxy materials for the annual shareholders meeting are available on the Internet. Follow the
instructions below to view the materials and vote online or request a copy. The items to be voted
on and location of the annual meeting are on the reverse side. Your vote is important! This
communication presents only an overview of the more complete proxy materials that are available to
you on the Internet. We encourage you to access and review all of the important information
contained in the proxy materials before voting. The proxy statement and annual report to
shareholders are available at: www.envisionreports.com/HBAN When you go online to view materials,
you can also vote your shares. 3 Step 1: Easy Online Access A Convenient Way to View Proxy
Materials and Vote Go to www.envisionreports.com/HBAN to view the materials. Step 2: Click on Cast
Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4:
Make your selection as instructed on each screen to select delivery preferences and vote. When you
go online, you can also help the environment by consenting to receive electronic delivery of future
materials. Obtaining a Copy of the Proxy Materials If you want to receive a paper or e-mail copy
of these documents, you must request one. There is no charge to you for requesting a copy. Please
make your request for a copy as instructed on the reverse side on or before April 13, 2008 to
facilitate timely delivery. C O Y + <STOCK#> 00UHBB . |
Proxy Huntington Bancshares
Incorporated The 2008 Annual Meeting of Shareholders will be held on Wednesday, April 23, 2008 at
the Riffe Center Capitol Theatre, 77 South High Street, Columbus, Ohio at 11 a.m. Proposals to be
voted on at the meeting are listed below along with the Board of Directors recommendations. The
Board of Directors recommends that you vote FOR the following proposals: 1. Election of Class III
Directors: Don M. Casto III Michael J. Endres Wm. J. Lhota
David L. Porteous 2. Approval to amend the Corporations charter to declassify the board of
directors. 3. Ratification of appointment of Deloitte & Touche LLP to serve as independent
registered public accounting firm for the Corporation for the year 2008. 4. In their discretion to
vote upon such other matters as may properly come before the meeting or any adjournments or
postponements thereof. PLEASE NOTE YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares
you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you
wish to attend and vote at the meeting, please bring this notice with you. Heres how to order a
copy of the proxy materials and select a future delivery preference: Paper copies: Current and
future paper delivery requests can be submitted via the telephone, Internet or email options below.
E-mail copies: Current and future email delivery requests must be submitted via the Internet
following the instructions below. If you request an email copy of current materials you will
receive an email with a link to the materials. PLEASE NOTE: You must use the numbers in the shaded
bar on the reverse side when requesting a set of proxy materials. 3 Internet Go to
envisionreports.com/HBAN. Click Cast Your Vote or Request Materials. Follow the instructions to log
in and order a paper or email copy of the current meeting materials and submit your preference for
email or paper delivery of future meeting materials. 3 Telephone Call us free of charge at
1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper
copy of the materials by mail for the current meeting. You can also submit a preference to receive
a paper copy for future meetings. 3 Email Send an email to investorvote@computershare.com with
Proxy Materials Order in the subject line. In the
message, include your full name and address, plus the three numbers located in the shaded bar on
the reverse. State in the email that you want to receive a paper copy of current meeting materials.
You can also state your preference to receive a paper copy for future meetings. To facilitate
timely delivery, all requests for a paper copy of the proxy materials must be received by April 13,
2008. 00UHBB Printed on recycled paperzx . |
NNNNNNNNNNNN NNNNNNNNNNNNNNN C123456789 000004 000000000.000000
ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY)
000000000.000000 ext 000000000.000000 ext ADD 1 Electronic Voting Instructions ADD 2 ADD 3 You can
vote by Internet or telephone! ADD 4 Available 24 hours a day, 7 days a week! ADD 5 Instead of
mailing your proxy, you may choose one of the two voting ADD 6 methods outlined below to vote your
proxy. NNNNNNNNN VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the
Internet or telephone must be received by 1:00 a.m., Central Time, on April 23, 2008. Vote by
Internet Log on to the Internet and go to www.envisionreports.com/HBAN Follow the steps
outlined on the secured website. Vote by telephone Call toll free 1-800-652-VOTE (8683) within
the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to
you for the call. Using a black ink pen, mark your votes with an X as shown in X Follow the
instructions provided by the recorded message. this example. Please do not write outside the
designated areas. Annual Meeting Proxy Card 123456 C0123456789 12345 3 IF YOU HAVE NOT VOTED VIA
THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE. 3 A Proposals The Board of Directors recommends a vote FOR all the nominees
listed and FOR Proposals 2 3. 1. Election of Class III Directors: For Withhold For Withhold For
Withhold + 01 Don M. Casto III 02 Michael J. Endres 03 Wm. J. Lhota 04 David L. Porteous
For Against Abstain For Against Abstain 2. Approval to amend the Corporations charter to
declassify 3. Ratification of appointment of Deloitte & Touche LLP to the board of directors. serve
as independent registered public accounting firm for the Corporation for the year 2008. 4. In their
discretion to vote upon such other matters as may properly come before the meeting or any
adjournments or postponements thereof. B Non-Voting Items Change of Address Please print new
address below. C Authorized Signatures This section must be completed for your vote to be
counted. Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian,
or custodian, please give full title. Date (mm/dd/yyyy) Please print date below. Signature 1
Please keep signature within the box. Signature 2 Please keep signature within the box. C
1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR
A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND NNNNNNN4 2 A V 0 1 6 4 6 1 1 MR A
SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + <STOCK#> 00UH3B |
. 3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 Proxy Huntington Bancshares Incorporated
Proxy Solicited by the Board of Directors for Annual Meeting April 23, 2008 The undersigned
shareholder of Huntington Bancshares Incorporated hereby appoints Mary Beth Clary, John W.
Liebersbach and Elizabeth B. Moore, or any of them, as attorneys and proxies with full power of
substitution to vote all of the Common Stock of Huntington Bancshares Incorporated (the
Corporation) which the undersigned is entitled to vote at the Annual Meeting of Shareholders of
the Corporation to be held in the Riffe Center Capitol Theatre, 77 South High Street, Columbus,
Ohio, on Wednesday, April 23, 2008, and at any adjournment or adjournments thereof as designated on
the reverse. The Corporations Board of Directors recommends a vote FOR each of the nominees for
director and each of the other proposals. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE DIRECTOR NOMINEES NAMED HEREIN, FOR THE AMENDMENT TO THE CORPORATIONS CHARTER, AND
FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP. (Continued and to be signed on
reverse side.) . |
NNNNNNNNNNNN + C 1234567890 NNNNNN MR ANDREW SAMPLE
1234 AMERICA DRIVE NNNNNNNNN ANYWHERE, IL 60661 IMPORTANT ANNUAL SHAREHOLDERS MEETING INFORMATION
YOUR VOTE COUNTS! Instruction Notice 123456 C0123456789 12345 Important Notice Regarding the
Availability of Proxy Materials for the Huntington Bancshares Incorporated Shareholder Meeting to
be Held on April 23, 2008 Under new Securities and Exchange Commission rules, you are receiving
this notice that the proxy materials for the annual shareholders meeting are available on the
Internet. Follow the instructions below to view the materials and vote online or request a copy.
The items to be voted on and location of the annual meeting are on the reverse side. Your vote is
important! This communication presents only an overview of the more complete proxy materials that
are available to you on the Internet. We encourage you to access and review all of the important
information contained in the proxy materials before voting. The proxy statement and annual report
to shareholders are available at: www.envisionreports.com/HBAN When you go online to view
materials, you can also vote your shares. 3 Step 1: Easy Online Access A Convenient Way to
View Proxy Materials and Vote Go to www.envisionreports.com/HBAN to view the materials. Step 2:
Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log
in. Step 4: Make your selection as instructed on each screen to select delivery preferences and
vote. When you go online, you can also help the environment by consenting to receive electronic
delivery of future materials. Obtaining a Copy of the Proxy Materials If you want to receive a
paper or e-mail copy of these documents, you must request one. There is no charge to you for
requesting a copy. Please make your request for a copy as instructed on the reverse side on or
before April 13, 2008 to facilitate timely delivery. C O Y + <STOCK#> 00UHCB . |
Huntington
Investment and Tax Savings Plan The 2008 Annual Meeting of Shareholders will be held on Wednesday,
April 23, 2008 at the Riffe Center Capitol Theatre, 77 South High Street, Columbus, Ohio at 11 a.m.
Proposals to be voted on at the meeting are listed below along with the Board of Directors
recommendations. The Board of Directors recommends that you vote FOR the following proposals: 1.
Election of Class III Directors: Don M. Casto III Michael J. Endres
Wm. J. Lhota David L. Porteous 2. Approval to amend the Corporations charter to declassify
the board of directors. 3. Ratification of appointment of Deloitte & Touche LLP to serve as
independent registered public accounting firm for the Corporation for the year 2008. 4. In their
discretion to vote upon such other matters as may properly come before the meeting or any
adjournments or postponements thereof. PLEASE NOTE YOU CANNOT VOTE BY RETURNING THIS NOTICE. To
vote your shares you must vote online or request a paper copy of the proxy materials to receive a
proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.
Heres how to order a copy of the proxy materials and select a future delivery preference: Paper
copies: Current and future paper delivery requests can be submitted via the telephone, Internet or
email options below. E-mail copies: Current and future email delivery requests must be submitted
via the Internet following the instructions below. If you request an email copy of current
materials you will receive an email with a link to the materials. PLEASE NOTE: You must use the
numbers in the shaded bar on the reverse side when requesting a set of proxy materials. 3 Internet
Go to envisionreports.com/HBAN. Click Cast Your Vote or Request Materials. Follow the
instructions to log in and order a paper or email copy of the current meeting materials and submit
your preference for email or paper delivery of
future meeting materials. 3 Telephone Call us free of charge at 1-866-641-4276 using a
touch-tone phone and follow the instructions to log in and order a paper copy of the materials by
mail for the current meeting. You can also submit a preference to receive a paper copy for future
meetings. 3 Email Send an email to investorvote@computershare.com with Proxy Materials Order
in the subject line. In the message, include your full name and address, plus the three numbers
located in the shaded bar on the reverse. State in the email that you want to receive a paper copy
of current meeting materials. You can also state your preference to receive a paper copy for future
meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must
be received by April 13, 2008. 00UHCB Printed on recycled paper . |
NNNNNNNNNNNN NNNNNNNNNNNNNNN C123456789 000004 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY)
000000000.000000 ext 000000000.000000 ext ADD 1 Electronic Voting Instructions ADD 2 ADD 3 You can
vote by Internet or telephone! ADD 4 Available 24 hours a day, 7 days a week! ADD 5 Instead of
mailing your proxy, you may choose one of the two voting ADD 6 methods outlined below to vote your
proxy. NNNNNNNNN VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the
Internet or telephone must be received by 1:00 a.m., Central Time, on April 23, 2008. Vote by
Internet Log on to the Internet and go to www.envisionreports.com/HBAN Follow the steps
outlined on the secured website. Vote by telephone Call toll free 1-800-652-VOTE (8683) within
the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to
you for the call. Using a black ink pen, mark your votes with an X as shown in X Follow the
instructions provided by the recorded message. this example. Please do not write outside the
designated areas. Instruction Card 123456 C0123456789 12345 3 IF YOU HAVE NOT VOTED VIA THE
INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE. 3 A Proposals The Board of Directors recommends a vote FOR all the nominees
listed and FOR Proposals 2 3. 1. Election of Class III Directors: For Withhold For Withhold For
Withhold + 01 Don M. Casto III 02 Michael J. Endres 03 Wm. J. Lhota 04 David L. Porteous
For Against Abstain For Against Abstain 2. Approval to amend the Corporations charter to
declassify 3. Ratification of appointment of Deloitte & Touche LLP to the board of directors. serve
as independent registered public accounting firm for the Corporation for the year 2008. 4. In their
discretion to vote upon such other matters as may properly come before the meeting or any
adjournments or postponements thereof. B Non-Voting Items Change of Address Please print new
address below. C Authorized Signatures This section must be completed for your vote to be
counted. Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian,
or custodian, please give full title. Date (mm/dd/yyyy) Please print date below. Signature 1
Please keep signature within the box. Signature 2 Please keep signature within the box. C
1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR
A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
NNNNNNN4 2 A V 0 1 6 4 6 1 2 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + <STOCK#>
00UH4B . |
3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH
AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 Proxy Huntington Investment and Tax
Savings Plan Instruction Card to Plan Trustee Huntington Bancshares Incorporated Annual Meeting
April 23, 2008 The undersigned participant in the Huntington Investment and Tax Savings Plan (the
Plan) hereby instructs The Huntington National Bank, as the Trustee of the Plan, to appoint Mary
Beth Clary, John W. Liebersbach and Elizabeth B. Moore, or any of them, as attorneys and proxies
with full power of substitution to vote all of the Common Stock of Huntington Bancshares
Incorporated (the Corporation) which the undersigned is entitled to vote pursuant to paragraph
11.05(e) of the Plan at the Annual Meeting of Shareholders of the Corporation to be held in the
Riffe Center Capitol Theatre, 77 South High Street, Columbus, Ohio, on Wednesday, April 23, 2008,
and at any adjournment or adjournments thereof as designated on the reverse. The Corporations
Board of Directors recommends a vote FOR each of the nominees for director and each of the other
proposals. IF NO DIRECTION IS MADE, THE TRUSTEE OF THE PLAN WILL VOTE THE PARTICIPANTS SHARES AS
DIRECTED BY THE PLANS ADMINISTRATIVE COMMITTEE IN ACCORDANCE WITH THE TERMS OF THE PLAN.
(Continued and to be signed on reverse side.) . |
NNNNNNNNNNNN + C 1234567890
NNNNNN MR ANDREW SAMPLE 1234 AMERICA DRIVE NNNNNNNNN ANYWHERE, IL 60661 IMPORTANT ANNUAL
SHAREHOLDERS MEETING INFORMATION YOUR VOTE COUNTS! Instruction Notice 123456 C0123456789 12345
Important Notice Regarding the Availability of Proxy Materials for the Huntington Bancshares
Incorporated Shareholder Meeting to be Held on April 23, 2008 Under new Securities and Exchange
Commission rules, you are receiving this notice that the proxy materials for the annual
shareholders meeting are available on the Internet. Follow the instructions below to view the
materials and vote online or request a copy. The items to be voted on and location of the annual
meeting are on the reverse side. Your vote is important! This communication presents only an
overview of the more complete proxy materials that are available to you on the Internet. We
encourage you to access and review all of the important information contained in the proxy
materials before voting. The proxy statement and annual report to shareholders are available at:
www.envisionreports.com/HBAN When you go online to view materials, you can also vote your shares.
3 Step 1: Easy Online Access A Convenient Way to View Proxy Materials and Vote Go to
www.envisionreports.com/HBAN to view the materials. Step 2: Click on Cast Your Vote or Request
Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selection as
instructed on each screen to select delivery preferences and vote. When you go online, you can also
help the environment by consenting to receive electronic delivery of future materials. Obtaining a
Copy of the Proxy Materials If you want to receive a paper or e-mail copy of these documents,
you must request one. There is no charge to you for requesting a copy. Please make your request for
a copy as instructed on the reverse side on or before April 13, 2008 to facilitate timely delivery.
C O Y + <STOCK#> 00UHDB . |
Sky Financial Group, Inc. Profit Sharing, 401(K), & ESOP Plan The
2008 Annual Meeting of Shareholders will be held on Wednesday, April 23, 2008 at the Riffe Center
Capitol Theatre, 77 South High Street, Columbus, Ohio at 11 a.m. Proposals to be voted on at the
meeting are listed below along with the Board of Directors recommendations. The Board of Directors
recommends that you vote FOR the following proposals: 1. Election of Class III Directors:
Don M. Casto III Michael J. Endres Wm. J. Lhota David L. Porteous 2.
Approval to amend the Corporations charter to declassify the board of directors. 3. Ratification
of appointment of Deloitte & Touche LLP to serve as independent registered public accounting firm
for the Corporation for the year 2008. 4. In their discretion to vote upon such other matters as
may properly come before the meeting or any adjournments or postponements thereof. PLEASE NOTE
YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a
paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the
meeting, please bring this notice with you. Heres how to order a copy of the proxy materials and
select a future delivery preference: Paper copies: Current and future paper delivery requests can
be submitted via the telephone, Internet or email options below. E-mail copies: Current and future
email delivery requests must be submitted via the Internet following the instructions below. If you
request an
email copy of current materials you will receive an email with a link to the materials. PLEASE
NOTE: You must use the numbers in the shaded bar on the reverse side when requesting a set of proxy
materials. 3 Internet Go to envisionreports.com/HBAN. Click Cast Your Vote or Request Materials.
Follow the instructions to log in and order a paper or email copy of the current meeting materials
and submit your preference for email or paper delivery of future meeting materials. 3 Telephone
Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to
log in and order a paper copy of the materials by mail for the current meeting. You can also submit
a preference to receive a paper copy for future meetings. 3 Email Send an email to
investorvote@computershare.com with Proxy Materials Order in the subject line. In the message,
include your full name and address, plus the three numbers located in the shaded bar on the
reverse. State in the email that you want to receive a paper copy of current meeting materials. You
can also state your preference to receive a paper copy for future meetings. To facilitate timely
delivery, all requests for a paper copy of the proxy materials must be received by April 13, 2008.
00UHDB Printed on recycled paper . |
NNNNNNNNNNNN NNNNNNNNNNNNNNN C123456789 000004
000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE
DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext ADD 1 Electronic Voting Instructions
ADD 2 ADD 3 You can vote by Internet or telephone! ADD 4 Available 24 hours a day, 7 days a week!
ADD 5 Instead of mailing your proxy, you may choose one of the two voting ADD 6 methods outlined
below to vote your proxy. NNNNNNNNN VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies
submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on April 23,
2008. Vote by Internet Log on to the Internet and go to www.envisionreports.com/HBAN Follow
the steps outlined on the secured website. Vote by telephone Call toll free 1-800-652-VOTE (8683)
within the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO
CHARGE to you for the call. Using a black ink pen, mark your votes with an X as shown in X Follow
the instructions provided by the recorded message. this example. Please do not write outside the
designated areas. Instruction Card 123456 C0123456789 12345 3 IF YOU HAVE NOT VOTED VIA THE
INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE. 3 A Proposals The Board of Directors recommends a vote FOR all the nominees
listed and FOR Proposals 2 3. 1. Election of Class III Directors: For Withhold For Withhold For
Withhold + 01 Don M. Casto III 02 Michael J. Endres 03 Wm. J. Lhota 04 David L. Porteous
For Against Abstain For Against Abstain 2. Approval to amend the Corporations charter to
declassify 3. Ratification of appointment of Deloitte & Touche LLP to the board of directors. serve
as independent registered public accounting firm for the Corporation for the year 2008. 4. In their
discretion to vote upon such other matters as may properly come before the meeting or any
adjournments or postponements thereof. B Non-Voting Items Change of Address Please print new
address below. C Authorized Signatures This section must be completed for your vote to be
counted. Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian,
or custodian, please give full title. Date (mm/dd/yyyy) Please print date below. Signature 1
Please keep signature within the box. Signature 2 Please keep signature within
the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A
SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND NNNNNNN4 2 A V 0 1 6 4 6
1 3 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + <STOCK#> 00UH5B . |
3 IF YOU HAVE NOT
VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. 3 Proxy Sky Financial Group, Inc. Profit Sharing, 401(K), &
ESOP Plan Instruction Card to Plan Trustee Huntington Bancshares Incorporated Annual Meeting
April 23, 2008 The undersigned participant in the Sky Financial Group, Inc. Profit Sharing, 401(K),
& ESOP Plan (the Plan) hereby instructs The Huntington National Bank, as the Trustee of the Plan,
to appoint Mary Beth Clary, John W. Liebersbach and Elizabeth B. Moore, or any of them, as
attorneys and proxies with full power of substitution to vote all of the Common Stock of Huntington
Bancshares Incorporated (the Corporation) which the undersigned is entitled to vote pursuant to
section 15.05 of the Plan at the Annual Meeting of Shareholders of the Corporation to be held in
the Riffe Center Capitol Theatre, 77 South High Street, Columbus, Ohio, on Wednesday, April 23,
2008, and at any adjournment or adjournments thereof as designated on the reverse. The
Corporations Board of Directors recommends a vote FOR each of the nominees for director and each
of the other proposals. IF NO DIRECTION IS MADE, THE TRUSTEE OF THE PLAN WILL VOTE THE
PARTICIPANTS SHARES AS DIRECTED BY THE TERMS OF THE PLAN. (Continued and to be signed on reverse
side.) |