ZIONS BANCORPORATION (ZION)
Sector: Financials
2026 Annual Meeting Analysis
ZIONS BANCORPORATION · Meeting: May 1, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2021 (within the tenure window); Zions' 3-year return of +89.4% outperforms the QABA community bank benchmark by +56.0pp, well below the 65pp trigger threshold for strong-positive TSR companies, and no other policy flags apply.
Director since 2016 with extensive financial services and accounting expertise; Zions outperforms QABA by +56.0pp over 3 years, below the 65pp trigger threshold, and no overboarding or attendance issues are present.
Director since 2015 with deep technology and risk management background relevant to banking; stock performance vs. QABA does not trigger the underperformance threshold and no other policy flags apply.
Director since 2020 with strong marketing and financial services expertise; Zions' 3-year outperformance vs. QABA of +56.0pp is below the 65pp trigger and no other flags are present.
Director since 2015 with healthcare and technology leadership experience; TSR performance vs. QABA does not breach the underperformance trigger and attendance and independence criteria are satisfied.
Executive director (President and COO) since 2018 with over 40 years of banking experience; Zions' 3-year return of +89.4% outperforms QABA by +56.0pp, which is below the 65pp trigger threshold for companies with strong positive TSR, so the TSR trigger does not fire.
Director since 2014 and audit committee financial expert with extensive Federal Reserve and JPMorgan banking experience; TSR performance vs. QABA is well within policy limits and no other flags apply.
Director since 2002 (longest-tenured independent director) with deep Goldman Sachs investment banking credentials; Zions' 3-year outperformance vs. QABA of +56.0pp does not breach the 65pp threshold for strong-positive TSR companies.
Chairman and CEO since 1989 with over 40 years of Zions leadership; as an executive director he is subject to the same TSR trigger as other directors, but Zions' 3-year return of +89.4% outperforms QABA by +56.0pp, which is below the 65pp threshold for strong-positive TSR companies, so the trigger does not apply.
Director since 2019 with technology entrepreneurship and cybersecurity expertise relevant to banking's digital transformation; TSR vs. QABA does not trigger the underperformance threshold and no other policy flags are present.
Director since 2017 with 30+ years of financial services experience including as CEO of Ally Bank; Zions outperforms QABA by +56.0pp over 3 years, below the 65pp trigger, and no overboarding or attendance concerns exist.
All 11 director nominees receive a FOR vote. Zions' 3-year total shareholder return of +89.4% outperforms the QABA community bank benchmark by +56.0 percentage points, which is below the 65-percentage-point underperformance threshold that applies to companies with strong positive returns (above +20%), so the TSR trigger does not fire for any director. No directors are overboarded, all attended at least 75% of meetings, audit committee members have appropriate financial expertise, and the board discloses a comprehensive skills matrix.
Say on Pay
✓ FORCEO
Harris H. Simmons
Total Comp
$5,358,037
Prior Support
~95%%
The CEO's total reported compensation of $5,358,037 is reasonable for a large regional bank CEO at a company with approximately $8 billion in market cap and nearly $90 billion in assets, and is not flagged as an outlier relative to peers. The pay structure is heavily performance-based — approximately 84% of the CEO's target compensation is variable and at risk, well above the policy's 50-60% minimum threshold, and includes multi-year performance plans (the Value Sharing Plan), restricted stock units with four-year vesting and additional two-year holding restrictions, and meaningful clawback policies. Pay-for-performance alignment is evident: the annual cash incentive paid out at only 78.6% of target reflecting below-target bank financial results, and the 2023-2025 Value Sharing Plan paid out at just 55% of target, demonstrating that executives did not receive outsized rewards when performance fell short. Prior-year say-on-pay support of approximately 95% indicates strong shareholder satisfaction, and no material governance concerns are present.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
26 yrs
Audit Fees
$4,804,327
Non-Audit Fees
$955,870
EY has audited Zions since 2000, giving it approximately 26 years of tenure which crosses the 25-year threshold that would ordinarily trigger a No vote; however, the audit committee provides a specific and compelling mitigating rationale — it conducted a detailed annual review of EY's qualifications, independence, PCAOB examination results, and peer reviews, and critically it directly oversaw the selection of a new lead audit partner commencing with the 2025 audit, which meaningfully refreshes the auditor relationship. Non-audit fees (audit-related fees of $655,870 plus tax fees of $300,000 totaling $955,870) represent approximately 20% of audit fees of $4,804,327, well below the 50% threshold that would raise independence concerns. Given the active lead partner rotation and the committee's thorough independence assessment, the tenure concern is sufficiently mitigated to support ratification.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Regarding 'Report on Risks from Misalignment Between Company Policies and Customer Base'
The proposal — asking Zions to report on risks from alleged misalignment between company policies and its customer base — is characteristic of conservative-ideological shareholder proposals that use the language of risk management to advance a political agenda rather than a genuine fiduciary concern. The framing of 'misalignment between company policies and customer base' is a template used by conservative advocacy filers to pressure companies on ESG-related internal policies, and does not reflect a neutral fiduciary interest. Under our policy, ideological filers from either direction — conservative or progressive — are disqualified from support regardless of surface framing, because such proposals serve political goals rather than shareholder value. Even evaluating the proposal on its merits, Zions already discloses extensively on its corporate responsibility practices, risk management framework, and governance, making the incremental disclosure value low. The board's opposition is supported, and a vote AGAINST is appropriate.
Overall Assessment
The 2026 Zions Bancorporation annual meeting presents a clean ballot with no significant governance concerns: all 11 director nominees receive FOR votes as the company's strong 3-year total shareholder return of +89.4% outperforms the QABA community bank benchmark by +56.0 percentage points, well below the trigger threshold, and the say-on-pay program earns support given its heavily performance-based structure with below-target payouts reflecting actual 2025 results. The sole shareholder proposal — requesting a report on risks from alleged policy-customer misalignment — is voted AGAINST as it bears the hallmarks of an ideological conservative filer pursuing a political agenda rather than a legitimate shareholder interest, and EY's auditor ratification is supported despite 26-year tenure because the audit committee provides a compelling mitigating rationale including a recent lead partner rotation.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing