<PAGE>
NOTICE OF ANNUAL MEETING
[LOGO] PROXY STATEMENT
FINANCIAL SUPPLEMENT
- --------------------------------------------------------------------------------
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 Thirty-Fourth Annual Meeting of Shareholders of Huntington
Bancshares Incorporated will be held in the Capitol Square Banking Lobby of The
Huntington National Bank, 17 South High Street, Columbus, Ohio, on Thursday,
April 20, 2000, at 5:00 p.m. local Columbus, Ohio time, for the following
purposes:
(1) To elect four directors to serve as Class I Directors until the
Annual Meeting of Shareholders to be held in the year 2003 and
until their successors are elected.
(2) To ratify the appointment of Ernst & Young LLP, independent
auditors, to serve as auditors for the Corporation for the year
2000.
(3) 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.
We urge you to vote your proxy by telephone or via the Internet, or
execute and return the enclosed proxy as soon as possible so that your shares
may be voted in accordance with your wishes. If you attend the meeting, you
may vote in person, and your proxy will not be used.
Sincerely yours,
Richard A. Cheap
February 25, 2000
------------------------------------------------------------------------
SHAREHOLDERS ARE REQUESTED TO VOTE THEIR PROXIES EITHER
ELECTRONICALLY - BY TELEPHONE OR VIA THE INTERNET - OR BY
SENDING THEIR PROXY CARDS IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES
------------------------------------------------------------------------
<PAGE>
----------------------------
PROXY STATEMENT
----------------------------
This Proxy Statement is furnished to the shareholders of Huntington
Bancshares Incorporated (the "Corporation") in connection with the
solicitation of proxies by the Corporation's Board of Directors to be used in
voting at the Annual Meeting of Shareholders to be held on April 20, 2000,
and at any adjournment. This Proxy Statement and the enclosed proxy will be
first sent or given to the Corporation's shareholders on approximately March
1, 2000. The Financial Supplement attached to this Proxy Statement contains
information relating to the Corporation's financial results for the fiscal
year ended December 31, 1999, including the Corporation's consolidated
financial statements, accompanying notes, and Management's Discussion and
Analysis of Financial Condition and Results of Operations.
The shares represented by a properly submitted proxy will be voted as
directed if the proxy is received by the Corporation prior to the meeting. The
proxy will be voted FOR the nominees for director named in this Proxy Statement,
and FOR the ratification of Ernst & Young LLP's appointment as independent
auditors, if no direction is made to the contrary. A properly submitted proxy
will also confer discretionary authority to vote on any other matter which may
properly come before the meeting.
A person voting by proxy either electronically - by telephone or via the
Internet - or by properly signing and submitting the enclosed proxy card has the
power to revoke his proxy at any time before it is exercised by filing a written
notice with the Secretary of the Corporation prior to the meeting. Shareholders
who attend the meeting may vote in person and their proxies will not be used.
The Corporation will bear the cost of the solicitation of proxies,
including the reasonable charges and expenses of brokerage firms and others for
forwarding solicitation material to beneficial owners of stock. Representatives
of the Corporation may solicit proxies by mail, telegram, telephone or other
means of electronic transmission, or personal interview. The Corporation has
retained Morrow & Co., Inc. to assist in the solicitation of proxies and will
pay such firm fees of approximately $5,000 plus expenses.
Holders of record of Common Stock at the close of business on February 16,
2000, will be entitled to vote at the Annual Meeting. At that date, the
Corporation had 225,512,828 shares of Common Stock outstanding and entitled to
vote. Each share of Common Stock outstanding on the record date entitles the
holder to one vote on each matter submitted at the Annual Meeting.
A majority of the outstanding shares of the Corporation will constitute a
quorum at the meeting. Under the law of Maryland, the Corporation's 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 director nominee 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 nominee's achievement of a plurality and thus broker
non-votes and abstentions will have no effect. Ratification of the appointment
of Ernst & Young LLP requires the affirmative vote of a majority of all the
votes cast by the holders of Common Stock at a meeting at which a quorum is
present for approval or ratification of the matter. 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
The Corporation's Charter provides for a classified Board of Directors. The
number of authorized directors has been set at twelve. The Board of Directors
proposes the election of four directors at the 2000 Annual Meeting of
Shareholders to serve as Class I Directors.
<PAGE>
Peter Geier, John B. Gerlach, Jr., Robert H. Schottenstein, and William J.
Williams are currently Class I Directors of the Corporation, and are being
nominated for election or reelection at the 2000 Annual Meeting of Shareholders.
The nominees for Class I Directors, if elected, will each serve a three-year
term expiring at the 2003 Annual Meeting of Shareholders and until their
successors are elected.
Messrs. Schottenstein and Williams were elected at the 1997 Annual Meeting
of Shareholders to serve three-year terms expiring in 2000. Mr. Gerlach was
elected at the 1999 Annual Meeting of Shareholders to serve a one-year term
expiring in 2000. Mr. Geier was appointed as a Class I Director by the Board of
Directors in November 1999 to serve until the 2000 Annual Meeting of
Shareholders. At that time Mr. Geier was also named President and Chief
Operating Officer of the Corporation.
It is intended that, unless otherwise directed, the shares represented by
the enclosed proxy will be voted FOR the election of Messrs. Geier, Gerlach,
Schottenstein, and Williams as Class I Directors. In the event that any of the
nominees for director should become unavailable, the number of directors of the
Corporation may be decreased pursuant to the Bylaws, or the Board of Directors
may designate a substitute nominee, in which event such shares will be voted for
such substitute nominee.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.
The following tables set forth certain information concerning each nominee
and each continuing director of the Corporation.
CLASS I DIRECTORS
(NOMINEES FOR TERMS EXPIRING IN 2003)
<TABLE>
<CAPTION>
DIRECTORSHIPS HELD IN ANY COMPANY
WITH A CLASS OF SECURITIES REGISTERED
NAME AND PRINCIPAL DIRECTOR PURSUANT TO SECTIONS 12 OR 15(d) OF THE
OCCUPATION(1) AGE SINCE SECURITIES EXCHANGE ACT OF 1934
- ------------------------------------------------- -------- ------------ ----------------------------------------------------
<S> <C> <C> <C>
PETER GEIER
President and Chief Operating Officer 42 1999
of the Corporation; President and Chief
Operating Officer, The Huntington
National Bank
JOHN B. GERLACH, JR.
Chairman, President, and Chief 45 1999 Lancaster Colony Corporation
Executive Officer, Lancaster Colony
Corporation, manufacturer and marketer
of specialty food, glassware, candles,
and automotive accessories
ROBERT H. SCHOTTENSTEIN
President, M/I Schottenstein Homes, 47 1997 M/I Schottenstein Homes, Inc.
Inc., homebuilding
WILLIAM J. WILLIAMS
Chairman, Freeburn Ventures, Ltd., 71 1985
venture capital and private equity
investments
</TABLE>
2
<PAGE>
CLASS II DIRECTORS
(TERMS EXPIRE IN 2001)
<TABLE>
<CAPTION>
DIRECTORSHIPS HELD IN ANY COMPANY
WITH A CLASS OF SECURITIES REGISTERED
NAME AND PRINCIPAL DIRECTOR PURSUANT TO SECTIONS 12 OR 15(d) OF THE
OCCUPATION(1) AGE SINCE SECURITIES EXCHANGE ACT OF 1934
- ------------------------------------------------- -------- ------------ ----------------------------------------------------
<S> <C> <C> <C>
DON CONRAD
Chairman and Chief Executive Officer, 71 1989
WACO Oil Company, Inc., retail
gasoline/convenience stores/car washes,
self storage warehouses, and real estate
development
GEORGE A. SKESTOS
Retired Chairman, Homewood 72 1995
Corporation, residential
construction and development
LEWIS R. SMOOT, SR.
President and Chief Executive Officer, 66 1995 M/I Schottenstein Homes, Inc.
The Smoot Corporation, general
construction and construction
management
FRANK WOBST
Chairman and Chief Executive Officer 66 1974
of the Corporation; Chairman
and Chief Executive Officer,
The Huntington National Bank
</TABLE>
3
<PAGE>
CLASS III DIRECTORS
(TERMS EXPIRE IN 2002)
<TABLE>
<CAPTION>
DIRECTORSHIPS HELD IN ANY COMPANY
WITH A CLASS OF SECURITIES REGISTERED
NAME AND PRINCIPAL DIRECTOR PURSUANT TO SECTIONS 12 OR 15(d) OF THE
OCCUPATION(1) AGE SINCE SECURITIES EXCHANGE ACT OF 1934
- ------------------------------------------------- -------- ------------ ----------------------------------------------------
<S> <C> <C> <C>
DON M. CASTO III
President, Don M. Casto Organization, 55 1985
real estate developers
PATRICIA T. HAYOT
Head of Columbus School for Girls 54 1996
WM. J. LHOTA
Executive Vice President, American 60 1990 AEP Generating Company, AEP
Electric Power, management, technical, Resources, Inc., American Electric
and professional subsidiary of AEP, a Power Service Corp., Appalachian
major investor-owned electric utility Power Company, Cedar Coal
system Company, Central Ohio Coal
Company, Columbus Southern
Power Company, Indiana Michigan
Power Company, Kentucky Power
Company, Kingsport Power
Company, Ohio Power Company,
Ohio Valley Electric Corporation,
State Auto Financial Corporation
TIMOTHY P. SMUCKER
Chairman, The J. M. Smucker 55 1978 The J. M. Smucker Company,
Company, manufacturer of jams, jellies, Dreyer's Grand Ice Cream, Inc.
ice cream toppings, peanut butter, and
juices
</TABLE>
- -----------------
(1) Each nominee and continuing director has held, or been retired from, the
various positions indicated or other executive positions with the same
organizations (or predecessor organizations) for at least the past five
years, except that Mr. Williams has served in his current position since
July 1996. Mr. Williams retired from the position of Chairman of The
Huntington National Bank in September 1993. Mr. Wobst and Mr. Geier are
also directors of The Huntington National Bank and various other entities
affiliated with the Corporation. Mr. Williams is also a director of The
Huntington National Bank.
- -----------------
The Board of Directors of the Corporation held a total of seven regular and
special meetings during 1999. The Board of Directors has standing Audit,
Compensation and Stock Option, Executive, and Pension Review Committees. The
members of the Audit Committee are Ms. Hayot and Messrs. Gerlach, Lhota,
Schottenstein, Smoot, and Casto, Chairman. The Audit Committee met three times
during 1999 and performs the function of overseeing the work of the internal and
external auditors. The members of the Compensation and Stock Option Committee
are Messrs. Conrad, Skestos, and Smucker, Chairman. This committee met four
times during 1999 and reviews benefits and executive compensation, including
incentive compensation, and grants stock options. The Executive Committee is
composed of Messrs. Casto, Conrad, Smucker, and Wobst, Chairman, and makes
recommendations to the full Board of Directors with respect to significant
policy issues and nominations to the Board of Directors of the Corporation. The
Executive Committee met once in 1999. The members of the Pension Review
Committee are
4
<PAGE>
Messrs. Skestos, Smucker, and Conrad, Chairman. The Pension Review Committee met
twice during 1999 and administers the Corporation's Retirement Plan, oversees
the investment of plan assets, and makes recommendations to the Board of
Directors regarding the Retirement Plan.
COMPENSATION OF DIRECTORS
Each non-employee director of the Corporation receives $1,500 for each
Board or committee meeting of the Corporation the director attends (excluding
special teleconference meetings). In addition, each non-employee director of the
Corporation receives retainer payments at an annual rate of $27,000.
Non-employee chairmen of standing committees of the Board of Directors of the
Corporation receive additional retainer payments at an annual rate of $5,000.
All or any portion of the compensation otherwise payable to a director may be
deferred if such director elects to participate in the Huntington Bancshares
Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares
Incorporated Directors (the "Directors' Plan").
The Directors' Plan, adopted in 1991, allows the members of the Board of
Directors of the Corporation to elect to defer receipt of all or a portion of
the compensation payable to them in the future for services as directors. Such
deferred amounts are not included in the gross income of the directors until
such time as the deferred amounts are distributed from the Directors' Plan. The
Corporation transfers cash equal to the compensation deferred pursuant to the
Directors' Plan to a trust fund where it is allocated to the accounts of the
participating directors.
The trustee of the Directors' Plan has broad investment discretion over the
trust fund and is authorized to invest in many forms of securities and other
instruments, including Common Stock of the Corporation. During 1999, the trustee
invested the trust fund primarily in Common Stock of the Corporation. The
trustee may hold some assets of the Directors' Plan in the form of cash to the
extent the trustee deems necessary. The trustee maintains a separate account for
each participating director. Amounts contributed to the Directors' Plan are
credited to the account of each director in the ratio that the amount deferred
by each director bears to the total amount deferred by all directors.
Distribution of a director's account will be made either in a lump sum or in
equal annual installments over a period of not more than ten years, as elected
by each director. Such 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 director's termination as a
director.
All of the assets of the Directors' Plan are subject to the claims of the
creditors of the Corporation and the rights of a director or his or her
beneficiaries to any of the assets of the Directors' Plan are no greater than
the rights of an unsecured general creditor of the Corporation. Directors who
are also employees of the Corporation do not receive compensation as directors
and, therefore, are ineligible to participate in the Directors' Plan.
Non-employee directors of the Corporation are also eligible to participate
in the Corporation's Amended and Restated 1994 Stock Option Plan (the "1994
Stock Option Plan"). The Corporation considers stock option grants on an annual
basis in amounts determined at the discretion of the Compensation and Stock
Option Committee. Options to purchase 7,150 shares of the Corporation's Common
Stock were granted on May 19, 1999, to each of the non-employee directors at an
exercise price of $31.19 per share. The number of shares, and the exercise
price, which was equal to the average of the high and low market price of the
underlying shares on the date of grant, have been adjusted to reflect the effect
of the ten percent stock dividend paid on July 30, 1999. The options became
exercisable on November 19, 1999. Generally, the exercise price of options may
be paid for in cash or in shares of Common Stock of the Corporation.
5
<PAGE>
OWNERSHIP OF VOTING STOCK
The following table sets forth the beneficial ownership of the
Corporation's Common Stock by each of the Corporation's directors, nominees, and
five most highly compensated executive officers, and the directors and executive
officers as a group as of December 31, 1999.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) PERCENT OF CLASS
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Don M. Casto III.................... 209,707 (2)(4) .09%
Richard A. Cheap.................... 18,844 (3) .01
Don Conrad.......................... 1,156,519 (2)(4) .51
Judith D. Fisher.................... 171,889 (2)(3) .08
Peter Geier......................... 137,411 (3) .06
John B. Gerlach, Jr................. 1,373,207 (2)(4) .59
Patricia T. Hayot................... 49,119 (4) .02
Wm. J. Lhota........................ 56,280 (2)(4) .02
Robert H. Schottenstein............. 30,158 (4) .01
Ronald J. Seiffert.................. 145,502 (2)(3) .06
George A. Skestos................... 35,523 (2)(4) .02
Lewis R. Smoot, Sr.................. 86,535 (2)(4) .04
Timothy P. Smucker.................. 88,526 (4) .04
William J. Williams................. 126,477 (2) .06
Frank Wobst......................... 2,365,589 (2)(3) 1.03
Directors and Executive Officers
as a Group (16 in group)........... 6,065,244 (2)(3) 2.63
</TABLE>
- ----------------
(1) Except as otherwise noted, none of the named individuals shares with
another person either voting or investment power as to the shares reported.
Figures include 11,828 shares for Mr. Casto, 4,161 shares for Mr. Cheap,
24,427 shares for Mr. Conrad, 43,981 shares for Ms. Fisher, 116,621 shares
for Mr. Geier, 7,150 shares for Mr. Gerlach, 9,831 shares for Ms. Hayot,
12,493 shares for Mr. Lhota, 9,831 shares for Mr. Schottenstein, 111,299
shares for Mr. Seiffert, 15,820 shares for Mr. Skestos, 12,493 shares for
Mr. Smoot, 12,493 shares for Mr. Smucker, 19,727 shares for Mr. Williams,
1,307,409 shares for Mr. Wobst, and 1,729,236 shares of Common Stock for
all directors and executive officers as a group, which could have been
acquired under stock options exercisable within 60 days of December 31,
1999.
(2) Figures include 7,641; 116,096; 44,318; 1,050; 3,074; 3,107; 1,405; and
57,021 shares of Common Stock owned by members of the immediate families of
Messrs. Casto, Conrad, Gerlach, Seiffert, Skestos, Smoot, Williams, and
Wobst respectively; 59,916 shares owned by Mr. Conrad as trustee of his
daughters' trusts; 4,938 shares of Common Stock owned by Mr. Conrad as
beneficiary of the WACO Oil Company, Inc. Profit Sharing Plan; 3,460 shares
owned by Ms. Fisher as custodian; 15,525 shares of Common Stock owned
jointly by Mr. Lhota and his spouse; 4,171 shares owned jointly by Mr.
Seiffert and his spouse; 925,307 shares owned by the John B. Gerlach Trust
of which Mr. Gerlach is trustee and beneficiary; 341,705 shares owned by
the Gerlach Foundation of which Mr. Gerlach is an officer and trustee;
5,852 shares owned by Lancaster Lens, Inc. of which Mr. Gerlach is an
executive officer; 13,003 shares owned by Lehrs, Inc. of which Mr. Gerlach
is a director and executive officer; 21,135 shares of Common Stock owned by
The Smoot Corporation, of which Mr. Smoot is President, and 466,199 shares
of Common Stock reported as owned by individuals as to which the respective
directors and executive officers have disclaimed beneficial ownership.
6
<PAGE>
(3) Also includes 224 shares for Mr. Cheap, 4,574 shares for Ms. Fisher, 2,350
shares for Mr. Geier, 4,043 shares for Mr. Seiffert, 74,318 shares for Mr.
Wobst, and 85,510 shares of Common Stock for all executive officers as a
group, held in the Huntington Supplemental Stock Purchase and Tax Savings
Plan and Trust. Prior to the distribution of shares of Common Stock 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.
(4) Includes 65,024 shares for Mr. Casto, 42,633 shares for Mr. Conrad, 3,386
shares for Mr. Gerlach, 38,708 shares for Ms. Hayot, 23,150 shares for Mr.
Lhota, 8,842 shares for Mr. Schottenstein, 8,171 shares for Mr. Skestos,
39,287 shares for Mr. Smoot, and 68,008 shares of Common Stock for Mr.
Smucker held in the deferred compensation plans for Directors. Prior to the
distribution of shares of Common Stock from the deferred compensation plans
for Directors 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.
- ----------------
As of December 31, 1999, no person was known by the Corporation to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock of
the Corporation, except as follows:
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES OF COMMON
OF BENEFICIAL OWNER STOCK BENEFICIALLY OWNED PERCENT OF CLASS
- ----------------------------------------------------------------- ---------------------------
<S> <C> <C>
The Huntington National 20,181,000 (1) 8.76%
Bank
Huntington Center
41 South High Street
Columbus, Ohio 43287
</TABLE>
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(1) These shares are held in various fiduciary capacities in the ordinary
course of business under numerous trust relationships by The Huntington
National Bank. As fiduciary, The Huntington National Bank has sole power to
dispose of 4,327,679 of these shares, shared power to dispose of 2,378,441
of these shares, sole power to vote 19,267,463 of these shares, and shared
power to vote 160,856 of these shares.
- -----------------
TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS
INDEBTEDNESS OF MANAGEMENT
Some of the directors, nominees for election as director, and executive
officers of the Corporation are customers of the Corporation's affiliated
financial and lending institutions and have transactions with such affiliates in
the ordinary course of business. Directors, nominees and executive officers of
the Corporation also may be affiliated with entities which are customers of the
Corporation's affiliated financial and lending institutions and which enter into
transactions with such affiliates in the ordinary course of business.
Transactions with directors, nominees, executive officers, and their affiliates
have been on substantially the same terms, including interest rates and
collateral on loans, as those prevailing at the time for comparable transactions
with others and did not involve more than the normal risk of collectibility or
present other unfavorable features.
CERTAIN OTHER TRANSACTIONS
In 1997, The Huntington National Bank began construction of a new Business
Service Center at the Easton Development in Columbus, Ohio, to replace the
existing Operations Center, also located in Columbus. The Business Service
Center, which consists of five floors of approximately 460,000 total square
feet, was substantially completed in May 1999. The Business Service Center is
occupied primarily by employees of The Huntington National Bank and affiliates
of The Huntington National Bank.
7
<PAGE>
Management considered possible alternatives and determined that it would be
appropriate to retain the services of an experienced consultant to undertake the
planning, design, and oversight of the construction and provide budgeting and
cost control, management and contracting of required contractors and
specialists, and guidance to the architect, all consistent with prudent industry
standards. Management solicited bids from three qualified construction
management firms, each having national or regional prominence, local resources,
and experience with similar projects, to act as Construction Manager for the
Business Service Center. After thorough evaluation of the bids and the
qualifications of the firms, management recommended that The Huntington National
Bank utilize Gilbane-Smoot, a joint venture comprised of Gilbane Building
Company and The Sherman R. Smoot Company of Ohio. Gilbane-Smoot was also
selected through a bidding and review process to provide comprehensive move
management services for the relocation of the existing Operations Center to the
Business Service Center. Gilbane-Smoot was paid a fee of approximately
$2,456,200 for services as Construction Manager and $672,895 for the move
management services.
In addition, after evaluating the bids and qualification of several general
contractors, The Huntington National Bank entered into a contract with The
Sherman R. Smoot Company of Ohio for the construction of a single deck parking
garage at the Business Service Center site for use by the occupants and
visitors. The parking garage was completed in October 1998 and accommodates
approximately 625 vehicles. The Sherman R. Smoot Company of Ohio was paid
approximately $2,350,000 for the design and construction of the parking garage.
Some of the factors leading to the selection of Gilbane-Smoot and The
Sherman R. Smoot Company of Ohio were the prominence, reputation, and highly
qualified personnel of both entities, the competitive bids submitted by both
entities, and, with respect to Gilbane-Smoot, its experience with the
development of bank operations centers, its cooperative working relationship
with the developers of the Easton Development, and its experience in completing
large-scale technical moves. Lewis R. Smoot, Sr., a director of the Corporation,
is President and Chief Executive Officer of The Sherman R. Smoot Company of
Ohio. Mr. Smoot is also President and Chief Executive Officer and 87.68% owner
of The Smoot Corporation, which is the parent company of The Sherman R. Smoot
Company of Ohio. The Sherman R. Smoot Company of Ohio is a 45% equity partner in
the Gilbane-Smoot joint venture. The foregoing transactions were presented to
the Boards of Directors of both the Corporation and The Huntington National Bank
and approved after thorough discussion and review.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Corporation and
its subsidiaries to the Corporation's Chief Executive Officer and each of the
next four most highly compensated executive officers, for each of the last three
fiscal years ended December 31, 1999.
8
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------- ------ -------
OTHER
ANNUAL SECURITIES ALL OTHER
COMPEN- UNDERLYING LTIP COMPEN-
SALARY BONUS SATION OPTIONS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2) (#)(3) ($)(4) ($)(5)
- ------------------------------ -------- ----------------------- ----------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
FRANK WOBST
Chairman and 1999 977,308 1,143,450 109,093 400,950 -0- 39,092
Chief Executive 1998 957,500 273,240 88,790 302,500 217,010 39,456
Officer 1997 910,738 693,750 75,487 266,200 -0- 39,058
PETER GEIER
President and 1999 385,897 556,854 (2) 94,269 -0- 15,436
Chief Operating 1998 337,500 108,675 (2) 60,500 82,200 13,875
Officer 1997 255,000 189,000 (2) 53,236 -0- 11,381
RONALD J.
SEIFFERT
Vice Chairman 1999 374,936 442,538 (2) 94,269 -0- 18,731
1998 337,500 108,675 (2) 60,500 82,200 13,875
1997 255,000 189,000 (2) 53,236 -0- 11,381
JUDITH D. FISHER
Vice Chairman 1999 296,154 325,710 (2) 55,659 -0- 11,846
1998 277,083 90,252 (2) 39,930 65,760 11,438
1997 258,333 179,850 (2) 39,927 -0- 11,625
RICHARD A. CHEAP(6)
General Counsel 1999 207,308 196,163 (2) 13,309 -0- 8,978
and Secretary 1998 128,447 41,790 (2) 9,075 N/A -0-
1997 N/A N/A N/A N/A N/A N/A
</TABLE>
- -----------------
(1) Includes amounts deferred pursuant to the Huntington Investment and Tax
Savings Plan and the Supplemental Stock Purchase and Tax Savings Plan.
(2) During 1999, 1998, and 1997 Mr. Wobst received other annual compensation in
the amounts indicated, including executive life insurance premiums in the
amounts of $79,599, $67,498, and $56,772, respectively. Other annual
9
<PAGE>
compensation for each of the other named executive officers for each year
indicated was less than $50,000 and less than 10% of the total of annual
salary and bonus reported for the named executive.
(3) Represents shares of the Corporation's Common Stock, adjusted for stock
dividends and stock splits paid after the date of grant.
(4) The Corporation's Long-Term Incentive Compensation Plan measures the
Corporation's performance over multiple-year, overlapping cycles. A cycle
did not end in 1999; therefore, no awards were paid under this Plan for
1999.
(5) Figures represent amounts contributed for each named executive officer by
the Corporation to the Huntington Investment and Tax Savings Plan and the
Supplemental Stock Purchase and Tax Savings Plan. For 1999, $6,400 was
contributed for each of the named executive officers under the Huntington
Investment and Tax Savings Plan, and the amounts of $32,692, $9,036,
$12,331, $5,446, and $2,578 were contributed for Messrs. Wobst, Geier, and
Seiffert, Ms. Fisher, and Mr. Cheap, respectively, under the Supplemental
Stock Purchase and Tax Savings Plan.
(6) Mr. Cheap joined the Corporation in May 1998.
- ----------------
EMPLOYMENT AND EXECUTIVE AGREEMENTS
Mr. Wobst has an agreed upon term of employment. Under an Employment
Agreement, Mr. Wobst will be employed by the Corporation through November 15,
2001, with automatic five-year renewals until his death, disability, or
retirement. In addition, the Employment Agreement can be terminated earlier by
Mr. Wobst or the Corporation upon written notice delivered to the other party at
least 60 days prior to the expiration of the initial or any renewal period. Mr.
Wobst's Employment Agreement provides that his annual rate of compensation will
not be less than his base salary at the time the agreement was entered into,
plus any increases in base compensation as may be authorized by the Board of
Directors after the date of the Employment Agreement. It also provides for Mr.
Wobst's continued participation in the Corporation's Incentive Compensation
Plans, Stock Purchase and Tax Savings Plan, Retirement Plans, Stock Option
Plans, and certain other benefits afforded to executive officers of the
Corporation.
In the event Mr. Wobst is terminated for cause, he will be entitled to
receive salary payments for three calendar months following the date of
termination plus any compensation to which he is entitled under the Incentive
Compensation Plans. In the event Mr. Wobst is terminated without cause, he will
be entitled to his full compensation and benefits under his Employment Agreement
until the later of six months after his termination or the expiration of the
then current term of the Employment Agreement. In the event Mr. Wobst becomes
disabled, which disability continues for more than six months during a
twelve-month period, the Corporation may terminate Mr. Wobst's Employment
Agreement, and he will be entitled to his full compensation (base salary and
payments under the Incentive Compensation Plans) to the date of termination.
Thereafter, Mr. Wobst will be entitled to two-thirds of his base salary, less
disability benefits received from any of the Corporation's disability insurance
programs, until the first to occur of the termination of the disability, or
until the termination of his Employment Agreement. His base salary will be
reinstated upon his return to employment. In the event of Mr. Wobst's death, his
beneficiaries will receive his base annual salary for six months plus Incentive
Compensation Plan payments.
The Corporation also has entered into Executive Agreements with each of the
executive officers named in the Summary Compensation Table. These Executive
Agreements were entered into as part of the Corporation's corporate strategy to
provide protection for, and thus retain, its well-qualified executive officers
notwithstanding any actual or threatened change in control of the Corporation. A
"Change in Control" generally includes:
- - the acquisition by any person of beneficial ownership of 25% or
more of the Corporation's 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 the Corporation where the Corporation's 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 the Corporation; and
10
<PAGE>
- - a disposition of assets, reorganization, or other corporate event involving
the Corporation which would have the same effect as any of the
above-described events.
Under each Executive Agreement, the Corporation or its successor must
provide severance benefits to the executive officer if his or her employment is
terminated (other than on account of the officer's death or disability or for
cause):
- - by the Corporation, at any time within 36 months after a Change in
Control;
- - by the Corporation, 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 ("Change in Control
Discussions") if the officer's 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 officer's termination;
- - by the executive officer voluntarily with Good Reason at any time within 36
months after a Change in Control of the Corporation; 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 officer's
termination.
"Good Reason" generally means the assignment to the executive officer of
duties which are materially (and, in the case of Ms. Fisher and Mr. Cheap,
adversely) different from such duties prior to the Change in Control, a
reduction in such officer's salary or benefits, or a demand to relocate to an
unacceptable location, made by the Corporation 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 officer's 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 the Corporation
immediately prior to a Change in Control, the occurrence of a Change in Control
will be conclusively deemed to constitute Good Reason.
In addition to accrued compensation, bonuses, and vested benefits and stock
options, the executive officer's severance benefits payable under the Executive
Agreements include:
- - a lump-sum cash payment equal to three times (or, in the case of
Ms. Fisher and Mr. Cheap, two and one-half times) the
officer's highest base annual salary;
- - a lump-sum cash payment equal to three times (or, in the case of
Ms. Fisher and Mr. Cheap, two and one-half times) the
highest annual incentive compensation to which the officer would
be entitled;
- - a lump sum cash payment equal to one and one-half times the highest
long-term incentive compensation to which the officer would be entitled;
- - thirty-six months of continued insurance benefits; and
- - thirty-six months of additional service credited for purposes of
retirement benefits.
Each Executive Agreement also provides that the Corporation 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. However, if either Ms. Fisher's
or Mr. Cheap's severance payments and benefits 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 the corporation will not have to pay an excess severance
payment and the executive officer 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's employment, the Corporation will provide the
executive with coverage under a standard directors' and officers' liability
insurance policy at its expense, and will indemnify, hold harmless, and defend
the executive to the fullest extent permitted under Maryland law against all
expenses and liabilities reasonably incurred by the executive 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 the Corporation or any
subsidiary.
The Corporation 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 to him or her
in connection with any action taken to enforce such officer's
11
<PAGE>
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%.
The Executive Agreements are in effect through December 31, 2001, subject
to automatic two 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.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING PERCENT OF TOTAL GRANT DATE
OPTIONS OPTIONS GRANTED TO EXERCISE PRESENT
GRANTED EMPLOYEES IN PRICE EXPIRATION VALUE
NAME (#)(1) FISCAL YEAR ($/SH)(2) DATE ($)(3)
- ---------------------- ---------------- ------------------ ------------------- ----------------- -------------
<S> <C> <C> <C> <C> <C>
Frank Wobst 43,450 2.10 28.89 2/12/09 507,496
357,500 17.26 31.19 5/19/09 4,747,600
Peter Geier 17,270 0.83 28.89 2/12/09 201,714
76,999 3.72 31.19 5/19/09 1,022,547
Ronald J. Seiffert 17,270 0.83 28.89 2/12/09 201,714
76,999 3.72 31.19 5/19/09 1,022,547
Judith D. Fisher 11,660 0.56 28.89 2/12/09 136,189
43,999 2.12 31.19 5/19/09 584,307
Richard A. Cheap 3,410 0.16 28.89 2/12/09 39,829
9,899 0.48 31.19 5/19/09 131,459
</TABLE>
- ---------------
(1) Each of the named executive officers received grants of options on February
12, 1999, and May 19, 1999. All options granted expire ten years from the
date of grant. Figures have been adjusted to reflect the effect of a ten
percent stock dividend paid on July 30, 1999. The options granted to each
named executive officer become exercisable in equal increments on each of
the first three anniversaries of the date of grant. Options not yet
exercised are canceled upon a termination of employment for any reason
other than death, retirement under one or more of the Corporation's
retirement plans, termination following a change in control of the
Corporation, or a disposition (other than a change in control) of
substantially all of the stock or assets of the Corporation, in which case
all options become exercisable immediately as of such termination date and
remain exercisable for a specified period following the termination.
Generally, the exercise price of options may be paid for in cash or in
shares of Common Stock of the Corporation. In addition, any tax which the
Corporation withholds in connection with the exercise of any stock option
may be satisfied by the option holder by electing to have the number of
shares to be delivered on the exercise of the option reduced by, or
otherwise by delivering to the Corporation, such number of shares of Common
Stock having a fair market value equal to the amount of the withholding.
(2) In all cases, the exercise price was equal to the average of the high and
low market price of the underlying shares on the date of grant. The
exercise price has been adjusted to reflect the effect of the ten percent
stock dividend paid on July 30, 1999.
(3) The dollar amounts in this column are the result of calculations made using
the Black-Scholes model, a theoretical method for estimating the present
value of stock options based on complex assumptions about the stock's price
volatility and dividend rate as well as interest rates. Because of the
unpredictability of the assumptions required, the Black-Scholes model, or
any other valuation model, is incapable of accurately predicting the
Corporation's stock price or of placing an accurate present value on
options to purchase its stock. In performing the calculations it was
assumed that: the options were exercised at the end of their ten-year
terms; the volatility of the stock price was equal to 39.1% for the
February 1999 grants and 40% for the May 1999 grants, which volatility was
calculated on a natural logarithmic basis of the Corporation's stock price
for
12
<PAGE>
the twelve-month period preceding the date of grant; the risk-free rate of
return was equal to the ten-year United States Treasury Note Rate effective
the date of the grant, to correspond to the term of the options; and the
dividend yield was equal to the Corporation's annualized dividend yield at
the end of the calendar quarter preceding the option grant, which was 2.66%
for the February 1999 grants and 2.59% for the May 1999 grants. No
adjustments were made for vesting requirements, non-transferability, or
risk of forfeiture. In spite of any theoretical value which may be placed
on a stock option grant, no increase of the stock option's value is
possible without an increase in the market value of the underlying stock.
Any appreciation in the market value of the Corporation's stock would
benefit all shareholders and would be dependent in part upon the efforts of
the named executive officers. The total of the grant date values indicated
in the table for all stock options granted in 1999 to the named executive
officers was $8,595,402, representing approximately .12% of the value of
all shares of the Corporation outstanding on May 19, 1999.
- ----------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY(3)
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END (#)(2) YEAR-END ($)
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#)(1) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Frank Wobst 87,732 1,900,275 1,292,926 13,592,259
790,619 730,642
Peter Geier 5,268 95,451 110,865 777,175
166,714 105,824
Ronald J. Seiffert 3,047 69,155 105,543 702,146
166,716 105,839
Judith D. Fisher 18,014 302,635 40,095 111,428
109,565 102,884
Richard A. Cheap -0- -0- 3,025 -0-
19,359 -0-
</TABLE>
- ---------------
(1) Figures in this column reflect the number of securities underlying the
options exercised.
(2) Adjusted for stock splits and stock dividends paid after the date of grant.
(3) An option is in-the-money if the fair market value of the underlying Common
Stock exceeds the exercise price of the option.
- ----------------
13
<PAGE>
PENSION PLAN TABLE
YEARS OF SERVICE
<TABLE>
<CAPTION>
REMUNERATION 15 20 25 30 35 40
- ------------ ------------- ------------- ------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
$200,000 $55,947 $74,708 $93,468 $103,801 $113,801 $123,801
250,000 70,860 94,620 118,380 131,301 143,801 156,301
300,000 85,772 114,533 143,293 158,801 173,801 188,801
375,000 108,141 144,401 180,662 200,051 218,801 237,551
450,000 130,510 174,270 218,030 241,301 263,801 286,301
500,000 145,422 194,183 242,943 268,801 293,801 318,801
750,000 219,985 293,745 367,505 406,301 443,801 481,301
1,000,000 294,547 393,308 492,068 543,801 593,801 643,801
1,175,000 346,741 463,001 579,262 640,051 698,801 757,551
1,200,000 354,197 472,958 591,718 653,801 713,801 773,801
</TABLE>
The table above illustrates the operation of the Corporation's Retirement
Plan and Supplemental Retirement Income Plan (the "SRIP") by showing various
annual benefits assuming various levels of final average compensation and years
of credited service. The SRIP provides benefits according to the same benefit
formula as the Retirement Plan, except that benefits under the SRIP are not
limited by Sections 401(a)(17) and 415 of the Internal Revenue Code (the
"Code"). 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 1999, this limit was $160,000. Code Section 415 limits the annual benefit
amount that a participant may receive under the Retirement Plan. For 1999, this
amount was $130,000. An employee who: (a) has completed two years of continuous
service with the Corporation (or an affiliated company); (b) has been nominated
by the Compensation and Stock Option Committee; and (c) earns compensation in
excess of the limitation imposed by Section 401(a)(17) of the Code or whose
benefit exceeds the limitation of Section 415(b) of the Code, is eligible to
participate in the SRIP. During 1999, Messrs. Geier and Seiffert, and Ms. Fisher
were eligible to participate in the SRIP. Mr. Cheap has not completed two years
of continuous service and thus is not eligible for nomination to the SRIP. Mr.
Wobst participates in the Corporation's Supplemental Executive Retirement Plan
("SERP"), which is described below.
The maximum years of credited service recognized by the Retirement Plan and
the SRIP is forty. Years of service and credited service in addition to those
actually earned by a participant can be granted by the Pension Review Committee
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
form of benefit under both the Retirement Plan and the SRIP is a life annuity.
During 1999, Mr. Wobst was the only named executive officer who
participated in the SERP. Only those executive officers selected by the
Compensation and Stock Option Committee may participate in the SERP. The SERP
ensures that each participating executive officer (who retires at or after age
65) receives a level of retirement benefits, without respect to years of
service, equal to at least 65% of the officer's highest consecutive twelve
months' base salary within the previous sixty months. Benefits under the SERP
are paid in the form of a life annuity (with 120 months certain). At the time a
participating officer retires, the benefit the participant is entitled to
through the SERP is calculated, and then funds from the following sources are
deducted to determine the amount (if any) of the payment due from the
Corporation under the SERP: (a) Social Security benefits payable; (b) the
benefit under the Retirement Plan; and (c)any benefits under retirement plans of
prior employers. If the sum of the payments due from Social Security, the
Retirement Plan, and retirement plans of prior employers exceeds 65% of the
executive officer's highest consecutive twelve months' base salary, then no
payment will be due from the Corporation under the SERP.
The SERP generally has the effect of equalizing a participant's combined
retirement benefits for a particular level of covered compensation for all years
of service. Thus, the total annual benefits payable by the Corporation pursuant
to the Retirement Plan and the SERP would be the same for an executive officer
with fifteen years of service as for an executive officer with forty years
14
<PAGE>
of service, assuming each had the same level of covered compensation, the only
difference being that the fifteen year executive officer, having a smaller
benefit from the Retirement Plan, will receive a greater portion of his benefit
from the SERP. Monthly benefits received by participants under the SERP may be
increased annually, if indicated, to reflect increases in the United States
Bureau of Labor Statistics Consumer Price Index for Urban Wage Earners and
Clerical Workers. The estimated annual benefits payable upon Mr. Wobst's
retirement under the Retirement Plan and the SERP, reduced by Social Security
benefits payable, is $625,284.
The compensation covered in 1999 for the named officers by the Retirement
Plan, the SRIP, or the SERP, as applicable, is base salary as indicated in the
Summary Compensation Table. For compensation paid on or after January 1, 2000,
the amount covered by the Retirement Plan, the SRIP, and the SERP will include
base salary plus 50% of overtime, bonuses, incentive payments, or commissions
paid during the year and based on a measurement period of one year or less. The
estimated credited years of service for each of the executive officers named in
the Summary Compensation Table are 25.5 for Mr. Wobst, 15.83 for Mr. Geier,
20.58 for Mr. Seiffert, 12.33 for Ms. Fisher, and 1.67 for Mr. Cheap.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committee is composed of Don
Conrad, George A. Skestos, and Timothy P. Smucker.
None of the members other than Mr. Conrad is or has ever been an
officer of the Corporation or its subsidiaries. Mr. Conrad
served as Chairman of the Board of Directors of Huntington
Bancshares Kentucky, Inc., a subsidiary of the Corporation, from
its inception in 1985 until its dissolution in 1996.
On December 31, 1997, the Corporation purchased $15 million of nonvoting
Preferred Securities of MFS Capital Trust I, a Delaware business trust (the
"Trust"). National Capital Financial Corporation ("National Capital") owns all
of the voting Common Securities of the Trust. The Trust invested the proceeds
from the sale of its Common and Preferred Securities in a junior subordinated
deferrable interest note issued by National Capital bearing interest at 7.41%
per annum, payable quarterly, and maturing December 31, 2027 (the "Subordinated
Note"). The distribution rate and distribution payment dates of the Preferred
Securities and liquidation date of the Trust correspond to the interest rate,
interest payment dates, and maturity or earlier repayment date of the
Subordinated Note, which is the sole asset of the Trust.
National Capital has guaranteed payment of distributions on the Preferred
Securities out of funds held by the Trust to the extent the Trust has funds
available (the "Guarantee"). The Guarantee and the Subordinated Note rank
subordinate and junior in right of payment to all indebtedness of National
Capital. The Guarantee, together with National Capital's obligations under the
Subordinated Note, constitute a full and unconditional guarantee of all of the
Trust's obligations under the Preferred Securities. The Preferred Securities are
redeemable at par by the Trust upon the redemption by National Capital of the
Subordinated Note, which may occur, in whole or in part, at the option of
National Capital, at any time on or after December 31, 2007. The Preferred
Securities may also be redeemed at par prior to this date upon the occurrence of
certain events specified in the trust documents. George A. Skestos is a director
of National Capital. The spouse and children of Mr. Skestos collectively own
approximately 18% of the common stock of National Capital.
THE FOLLOWING BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
AND PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY
GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY OF
THE CORPORATION'S FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THAT THE
CORPORATION SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL
NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee of the Board of Directors (the
"Committee") oversees the Corporation's executive compensation programs. The
Committee met four times in 1999 to review and approve executive compensation
matters.
The Corporation's executive compensation philosophy is designed to meet
four primary goals:
(1) Ensure a strong linkage between corporate, unit, and individual performance
and total compensation.
15
<PAGE>
(2) Integrate compensation programs with the Corporation's annual and long-term
strategic goals.
(3) Encourage long-term strategic management and enhancement of shareholder
value through equity awards.
(4) Attract and retain key executives critical to the long-term success of the
Corporation by providing a fully competitive reward package that is
appropriately sensitive to performance.
These principles are reflected in the key components of the Corporation's
executive compensation programs which consist of base salary, annual incentive
awards, and long-term incentive awards. Mr. Wobst has an employment agreement
with the Corporation (the "Existing Contract") which remained in effect during
1999. The Existing Contract, among other things, establishes a minimum base
salary and participation in the Corporation's incentive compensation plans (see
"Employment and Executive Agreements" above). Increases in the minimum base
salary and the specific level of participation in the incentive compensation
plan for Mr. Wobst is determined by the Committee based on the factors described
below. The Corporation's executive compensation programs are regularly evaluated
to ensure that they continue to reinforce shareholder interests and support the
goals of the Corporation's executive compensation philosophy.
BASE SALARY
An executive's base salary and subsequent adjustments are determined
relative to the following factors: individual and business unit performance,
scope of responsibility and accountability, comparison with industry pay
practices, and cost of living considerations. The Committee feels that all of
these factors are significant and the relevance of each varies from executive to
executive. Therefore, no specific weight has been assigned to these factors in
the evaluation of an executive's base salary.
The specific measures of business unit performance vary depending upon the
executive's performance area and the goals periodically set for the performance
area by the Corporation. Industry salary comparisons, primarily of banking
organizations of comparable asset size, are drawn from survey data relating to
various executive levels published by independent sources. Where relevant,
cross-industry comparisons are utilized for certain executives whose functions
are not specific to banking. Although the Committee reviews data representing
pay practices of the 25th to 75th percentiles of the competitive market, in
terms of compensation, the Committee does not have a policy to target
compensation at a designated level of the pay practices of such market.
Approximately 70% of the banking organizations comprising the KBW 50 Total
Return Index and approximately 90% of banking organizations comprising the S&P
Major Regional Banks Index were included in the data reviewed by the Committee.
Both of these indexes are included for comparison purposes in the shareholder
return graph included in this proxy statement (see "Comparison of Five Year
Cumulative Total Return Among the Corporation, the S&P 500 Index, the S&P Major
Regional Banks Index and the KBW 50 Total Return Index", below).
Typically, executive officers are reviewed for supplemental increases in
their base salary on a 15 month cycle. Although Mr. Wobst's normal salary review
was scheduled for October 1999, at the request of Mr. Wobst, no increase was
made in his salary with respect to 1999.
ANNUAL CASH INCENTIVE AWARDS
Under the Corporation's Incentive Compensation Plan, as amended and
restated in 1999, executive officers earned annual cash incentive awards
determined as a percentage of base salary. The percentage of base salary for an
executive was determined by (a) the category to which the executive was assigned
for 1999 based upon his level of responsibility and (b) the Corporation's
performance as measured by return on average shareholders' equity ("ROAE")
relative to a range of ROAE targets established by the Committee in February of
1999. An executive's award expressed as a percentage of base salary will be
greater, as higher ROAE targets are achieved.
For 1999, the range of incentive opportunity as a percentage of base salary
changed from the previous year. ROAE targets that were set for 1999 had no
predetermined relationship to the ROAE targets set for the previous year. In
establishing the targets, consideration was given to internal corporate
performance goals and the Corporation's assessment of its economic environment
and industry trends.
16
<PAGE>
Awards for those executive officers whose compensation in 1999 was
anticipated to be effected by Section 162(m) of the Internal Revenue Code were
based solely on the Corporation's performance relative to ROAE goals (see "Tax
Deductibility of Executive Compensation" below). For 1999, the remaining
executive officers' awards were weighted as follows: 50% for corporate
performance, 40% for business unit performance, and 10% for individual
performance. The portions of an executive's award tied to these factors were
based upon the scope of the executive's responsibility, and could have been
adjusted as recommended by the managing executive's subjective evaluation.
No awards could have been paid under the plan unless the Corporation's
performance met the established minimum ROAE target level of 14%. The Committee
certified in writing that ROAE goals and other material terms had been met for
1999 and approved all awards. Based solely on the Corporation's ROAE performance
in 1999, Mr. Wobst's award was $1,143,450.
In addition to the annual cash incentive awards under the Incentive
Compensation Plan, the Committee may, in certain circumstances, approve a
discretionary cash bonus award for an executive officer, other than a covered
officer, due to extraordinary performance.
LONG-TERM INCENTIVE AWARDS
Long-term incentive awards are in the form of stock and cash awards granted
under the Long-Term Incentive Compensation Plan and stock options granted under
the Corporation's employee stock option plans. The value of these awards is
dependent upon the Corporation's performance over a period of time, as described
below.
Each of the named executive officers was selected by the Committee to
participate in the cycle of the Long-Term Incentive Compensation Plan that began
on January 1, 1999, and will end on December 31, 2000 (the "1999 Cycle"). The
Long-Term Incentive Compensation Plan, as amended and restated for performance
cycles beginning on or after January 1, 1999, measures the Corporation's
performance over two-, three-, or four-year cycles. The Committee selects the
length of each cycle and it remains constant throughout the cycle. The Committee
selects as participants for each cycle those officers who, in the opinion of the
Committee, will significantly contribute to the long-term strategic performance
and growth of the Corporation.
Awards under the Long-Term Incentive Compensation Plan for the 1999 Cycle
will be based on a comparison of the Corporation's two-year average ROAE to the
two-year average ROAE of a peer group. The Committee approved as the peer group
for the 1999 Cycle the fifty largest United States banking organizations, based
on assets at the end of the cycle, whose stock was publicly traded during the
cycle, minus the ten largest such banking organizations.
Awards under the 1999 Cycle are to be determined as a percentage of the
executive officers' base salary at the end of the cycle. The percentage of base
salary for an executive is determined individually by (a) the group to which the
executive is assigned for a cycle based upon the participant's level of
responsibility and (b) the Corporation's ROAE performance relative to other
banking organizations in the peer group for the cycle. The terms of the plan are
such that if the Corporation's ROAE performance is at the 25th percentile of all
peer group banks in the cycle (the "Threshold Level"), awards will be paid. The
percentage of base salary awarded to an executive officer increases
incrementally as performance increases. Target level performance is achieved if
the Corporation's performance is at the 50th percentile of all peer group banks
in the cycle. The percentage of base salary awarded increases incrementally at a
higher rate once the Corporation's ROAE results go over the plan target levels.
No award would be made pursuant to the Long-Term Incentive Compensation Plan if
the Corporation's ROAE performance were below the Threshold Level, and the
maximum award would be paid if the Corporation's ROAE performance were at or
above the 90th percentile of the peer group. The maximum award is 160% to 250%
of a participant's base salary depending upon the group to which a participant
is assigned based on level of responsibility. Awards are typically made in
stock, however, participants may elect to receive up to 50% of their awards in
cash.
Stock option awards are generally considered annually by the Committee, and
the number of shares granted to an executive officer is based on the
individual's scope of responsibility, a subjective evaluation of the performance
of the individual and his or her business unit since the last grant, and
industry comparisons. No specific weight is attached to these factors.
Data from two surveys published by nationally known compensation and human
resources consulting firms was reviewed by the Committee to determine
competitive benchmarks for awarding 1999 options. The two surveys provided data
on financial institutions. One survey included 101 companies of which 39 were
commercial banks. The other survey included 130 financial
17
<PAGE>
institutions of which 44 were commercial banks. Competitive grants were
considered by using sources presenting data as a percentage of base salary, as a
dollar value, and as a percentage of total shares of Common Stock outstanding.
The Committee does not have a policy to target its option awards at any specific
level of data as provided from these sources.
In addition, information as to the options awarded to each executive during
recent years was reviewed by the Committee. However, the Committee did not
consider the total amount of options held by an executive officer in determining
the size of an option awarded for 1999.
The Committee may award stock options more frequently than annually under
appropriate circumstances. In 1999, the Corporation implemented much of its
corporate-wide restructuring plan designed to streamline the Corporation and
improve profitability. Additional stock options were granted to key employees,
including the named executive officers, in early 1999 to motivate higher levels
of corporate performance during this challenging period.
Each stock option has an exercise price equal to the fair market value of
the underlying Common Stock of the Corporation on the date of grant. Each stock
option granted to an executive officer in 1999 becomes exercisable in three
equal annual increments beginning on the first anniversary of the grant and
remains exercisable for a period of ten years from the date of grant (subject to
plan forfeiture restrictions). Since the stock options are granted at market
price, the value of the stock options is entirely dependent upon the growth in
the Corporation's stock price.
For 1999, the Committee awarded stock options to 775 employees in a total
amount equal to .90% of the Corporation's average shares of Common Stock
outstanding for the year. Mr. Wobst received 19.4% of all option shares granted
to employees, or 400,950 shares, as adjusted for a ten percent stock dividend
paid in July 1999. The majority of option shares granted to the named executive
officers had a value at grant, adjusted for the stock dividend paid in July
1999, of $31.19 per share. Additional detail on executive stock option grants is
provided in the table above entitled "Option Grants in Last Fiscal Year."
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Internal Revenue Code Section 162(m) no longer permits the Corporation to
deduct certain non-performance-based compensation in excess of $1,000,000 per
taxable year paid to each of the Chief Executive Officer and the four most
highly compensated executives required to be named in the annual proxy
statement. The Corporation may continue to deduct compensation paid to the named
executive officers in excess of $1,000,000 provided the payment of such
compensation qualifies for an exception under Section 162(m), including an
exception for certain performance-based compensation.
The Committee believes that Section 162(m) should not cause the Corporation
to be denied a deduction for 1999 compensation paid to the named executive
officers. The Committee will continue to work to structure components of its
executive compensation package to achieve maximum deductibility under Section
162(m) while at the same time considering the goals of its executive
compensation philosophy.
COMPENSATION AND STOCK OPTION COMMITTEE
Timothy P. Smucker, Chairman
Don Conrad
George A. Skestos
18
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE CORPORATION, THE S&P 500 INDEX, THE S&P MAJOR REGIONAL BANKS INDEX
AND THE KBW 50 TOTAL RETURN INDEX
The line graph below compares the yearly percentage change in cumulative
total shareholder return on the Corporation's Common Stock and the cumulative
total return of the S&P 500 Index, the S&P Major Regional Banks Index, and the
KBW 50 Total Return Index for the period December 31, 1994, through December 31,
1999. The KBW 50 Total Return Index, published by Keefe, Bruyette & Woods, Inc.,
is a market capitalization-weighted bank stock index that includes all money
center and most major regional bank holding companies. The S&P Major Regional
Banks Index is a market capitalization-weighted bank stock index designed to
measure the performance of the 25 major regional banking organizations included
in the S&P 500 Index. Since the S&P Major Regional Banks Index excludes money
center banks, management of the Corporation believes that this Index represents
a better measure of comparison than the KBW 50 Index. An investment of $100 on
December 31, 1994, and the reinvestment of all dividends are assumed.
[GRAPH]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
HBI $100 $151 $188 $288 $271 $244
KBW $100 $160 $227 $331 $359 $346
S&P $100 $138 $169 $226 $290 $351
S&P Reg $100 $158 $215 $324 $358 $307
</TABLE>
19
<PAGE>
EXECUTIVE OFFICERS OF THE CORPORATION
Each executive officer of the Corporation 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 the pleasure of the Board.
RICHARD A. CHEAP, age 48, has served as General Counsel and Secretary for
the Corporation and as Executive Vice President, General Counsel, Secretary, and
Cashier of The Huntington National Bank since May 1998. Prior to joining the
Corporation, Mr. Cheap practiced law with the law firm of Porter, Wright, Morris
& Arthur, Columbus, Ohio, from 1981, and as a partner from 1987 to May 1998. Mr.
Cheap concentrated in the areas of general business, corporate finance, mergers
and acquisitions, and business taxation. While with Porter, Wright, Morris &
Arthur, Mr. Cheap represented the Corporation in a variety of matters, including
acting as lead attorney in negotiating the terms and documentation of most of
the Corporation's bank acquisitions during the preceding nine years.
ANNE CREEK, age 46, has served as Chief Financial Officer for the
Corporation since November 1999, and as Executive Vice President since April
1999. Ms. Creek was also named Treasurer for the Corporation in February 2000.
Ms. Creek served as Senior Vice President from January 1996 to April 1999, as
Principal Accounting Officer from April 1999 to November 1999, and as Controller
from January 1997 to March 1999. Ms. Creek also served as manager of Corporate
Planning and Analysis from January 1996 to January 1997. Prior thereto, Ms.
Creek served as Senior Vice President and Chief Financial Officer for The
Huntington Mortgage Company, from August 1994 to January 1996.
JUDITH D. FISHER, age 54, has served as Vice Chairman of the Corporation in
charge of Funds Management and the Private Financial Group since November 1999.
Ms. Fisher served as Executive Vice President of the Corporation from February
1994 to November 1999, as Chief Financial Officer from April 1999 to November
1999, and as Treasurer for the Corporation from July 1998 to February 2000. Ms.
Fisher has also served as Executive Vice President and Manager of the Treasury
Group of The Huntington National Bank since January 1991, and as President of
Huntington Bancshares Financial Corporation since April 1991. Ms. Fisher served
as Senior Vice President and Manager, Investment and Funds Management, for The
Huntington National Bank, from September 1987 to January 1991.
PETER GEIER, age 42, has served as President and Chief Operating Officer
for the Corporation since November 1999, and as President and Chief Operating
Officer for The Huntington National Bank since December 1996. Mr. Geier has also
served as a director of the Corporation since November 1999 and of The
Huntington National Bank since December 1996. From December 1996 to November
1999, Mr. Geier served as Vice Chairman for the Corporation. Mr. Geier served as
Executive Vice President of the Corporation from November 1994 until December
1996, and as Executive Director of Consumer Services from March 1994 to December
1996. Mr. Geier served as Senior Vice President of the Corporation from March
1994 to November 1994. Prior thereto, Mr. Geier served as Senior Vice President
and Manager of Commercial Banking of The Huntington National Bank from November
1989 to March 1994. Mr. Geier joined The Huntington National Bank in March 1984
and served in various other capacities prior to November 1989.
RONALD J. SEIFFERT, age 43, has served as Vice Chairman of the Corporation
and as a director and Vice Chairman of The Huntington National Bank since
December 1996. He served as Executive Vice President and Executive Director of
Commercial Services of the Corporation from January 1996 to December 1996. Prior
thereto, Mr. Seiffert served as Executive Vice President and Group Manager of
the Commercial Banking Group for the Northern Region of The Huntington National
Bank from February 1994. Mr. Seiffert joined the Bank in 1979 and served in
various other capacities prior to February 1994.
FRANK WOBST, age 66, has served as Chairman of the Board and Chief
Executive Officer of the Corporation since February 1981 and as Chairman of the
Board and Chief Executive Officer of The Huntington National Bank since December
1996. Mr. Wobst has also served as a director of The Huntington National Bank
and the Corporation from the time he joined the Corporation in 1974. In
addition, Mr. Wobst served as Chairman of The Huntington Trust Company, National
Association, from February 1988 until June 1997 when that entity was merged into
The Huntington National Bank. Mr. Wobst served as President of the Corporation
from February 1981 to October 1984, and from July 1998 to November 1999, as
President of The Huntington National Bank from July 1974 until March 1983 and
from March 1984 to September 1986 and as Chairman of the Board and Chief
Executive Officer of The Huntington National Bank from February 1981 to
September 1986.
20
<PAGE>
PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP, independent
auditors, as auditor for the Corporation for the year 2000. Although not
required, the Board of Directors is submitting its selection to the shareholders
of the Corporation for ratification. Ernst & Young LLP has served as the
independent auditor for the Corporation since its inception in 1966. The Board
of Directors believes that the reappointment of Ernst & Young LLP for the year
2000 is appropriate because of the firm's reputation, qualifications, and
experience. Representatives of Ernst & Young LLP will be present at the meeting
and will have an opportunity to make a statement if they desire to do so. Such
representatives will be available to respond to appropriate questions. The Board
of Directors will reconsider the appointment of Ernst & Young LLP if its
selection is not ratified by the shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers, directors, and persons who are beneficial owners of more
than ten percent of the Corporation's Common Stock ("reporting persons") to file
reports of ownership and changes in ownership with the SEC. Reporting persons
are required by SEC regulations to furnish the Corporation with copies of all
Section 16(a) forms filed by them. Based on its review of the copies of Section
16(a) forms received by it, and on written representations from reporting
persons concerning the necessity of filing a Form 5-Annual Statement of Changes
in Beneficial Ownership, the Corporation believes that, during 1999, all filing
requirements applicable for reporting persons were met, except that Anne Creek's
Form 3 Initial Statement of Beneficial Ownership - correctly reflecting all of
her beneficial ownership, was filed approximately three weeks late.
PROPOSALS BY SHAREHOLDERS FOR 2001 ANNUAL MEETING
If any shareholder of the Corporation wishes to submit a proposal for
consideration for inclusion in next year's Proxy Statement and to be acted upon
at the annual meeting of the Corporation to be held in 2001, the proposal must
be received by the Secretary of the Corporation at the principal executive
offices of the Corporation, Huntington Center, 41 South High Street, Columbus,
Ohio 43287, prior to the close of business on October 31, 2000. If the
Corporation receives notice of a shareholder proposal after March 21, 2001,
persons named as proxies for the 2001 Annual Meeting of Shareholders will have
discretionary voting authority to vote on such proposal at the meeting.
In addition, the Corporation's 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 Board of Directors, and
(2) the nomination, other than by or at the direction of the Board of Directors,
of candidates for election as directors. Any shareholder who wishes to submit a
proposal to be acted upon at next year's 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
the Corporation at the principal executive offices of the Corporation.
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.
The Corporation's 1999 Annual Report was furnished to shareholders
concurrently with the mailing of this proxy material. THE CORPORATION'S FORM
10-K FOR 1999 AND ADDITIONAL COPIES OF THE 1999 ANNUAL REPORT WILL BE FURNISHED,
WITHOUT CHARGE, TO SHAREHOLDERS OF THE CORPORATION UPON WRITTEN REQUEST TO
INVESTOR RELATIONS, HUNTINGTON BANCSHARES INCORPORATED, HUNTINGTON CENTER,
COLUMBUS, OHIO 43287.
21
<PAGE>
If you are an employee of the Corporation or its affiliated entities
and are receiving this Proxy Statement as a result of your participation in the
Huntington Investment and Tax Savings 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.
22
<PAGE>
HUNTINGTON BANCSHARES INCORPORATED
PLEASE MARK VOTE IN OVAL
USING DARK INK ONLY. / /
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS For Withhold For All
01 - Peter Geier All All Except*
02 - John B. Gerlach, Jr. / / / / / /
03 - Robert H. Schottenstein
04 - William J. Williams
- --------------------
Nominee Exception(s)
*(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
SUCH NOMINEE'S NAME IN THE SPACE PROVIDED.)
2. Ratification of the appointment of Ernst & Young LLP to serve as independent
auditors for the Corporation for the Year 2000.
For Withhold
All All Abstain
/ / / / / /
Date ,2000
-------------
- -----------------------
Signature
Please date and sign your name as it appears hereon.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
CONTROL NUMBER
[HUNTINGTON LOGO]
NOW YOU CAN VOTE YOUR SHARES BY TELEPHONE OR INTERNET
QUICK - EASY - IMMEDIATE - AVAILABLE 24 HOURS A DAY - 7 DAYS A WEEK
Huntington encourages you to take advantage of the new and convenient ways to
vote your shares. If voting by proxy, this year you may vote by mail, or choose
one of the two methods described below. Your telephone or Internet vote
authorizes the named proxies to vote your shares in the same manner as if you
marked, signed, and returned your proxy card. To vote by telephone or Internet,
read the accompanying proxy statement and then follow these easy steps:
TO VOTE BY PHONE
Call toll-free 1-888-776-5662 in the United States or Canada any time on a touch
tone telephone. There is NO CHARGE to you for the call.
Enter the 6-digit CONTROL NUMBER located above.
Option #1: To vote as the Board of Directors recommends on ALL Proposals:
Press 1
When asked, please confirm your vote by pressing 1.
Option #2: If you choose to vote on each proposal separately, press 0 and
follow the simple recorded instructions.
TO VOTE BY INTERNET
Go to the following website:
www.harrisbank.com/wproxy
Enter the information requested on your computer screen, including your 6-digit
CONTROL NUMBER located above.
Follow the simple instructions on the screen.
If you vote by telephone or the Internet, DO NOT mail back the proxy card.
THANK YOU FOR VOTING!
<PAGE>
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
HUNTINGTON BANCSHARES INCORPORATED
INSTRUCTION CARD TO PLAN TRUSTEE
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 Jon M. Anderson, S. Ronald Cook, Jr., and
Michael T. Radcliffe, or any one or more 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 Capitol Square Banking
Lobby of The Huntington National Bank, 17 South High Street, Columbus, Ohio,
on Thursday, April 20, 2000, and at any adjournment or adjournments thereof
as designated on the reverse.
THE CORPORATION'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
IF NO DIRECTION IS MADE, THE TRUSTEE OF THE PLAN WILL VOTE THE PARTICIPANT'S
SHARES AS DIRECTED BY THE PLAN'S ADMINISTRATIVE COMMITTEE IN ACCORDANCE WITH THE
TERMS OF THE PLAN.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
- --------------------------------------------------------------------------------
<PAGE>
HUNTINGTON BANCSHARES INCORPORATED
PLEASE MARK VOTE IN OVAL
USING DARK INK ONLY. / /
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS For Withhold For All
01 - Peter Geier All All Except*
02 - John B. Gerlach, Jr. / / / / / /
03 - Robert H. Schottenstein
04 - William J. Williams
- --------------------
Nominee Exception(s)
*(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
SUCH NOMINEE'S NAME IN THE SPACE PROVIDED.)
2. Ratification of the appointment of Ernst & Young LLP to serve as independent
auditors for the Corporation for the Year 2000.
For Withhold
All All Abstain
/ / / / / /
Date ,2000
- ----------------------- -------------
Signature
Date ,2000
- ----------------------- -------------
Signature
Please date and sign your name as it appears hereon. When signing as attorney,
executor, administrator or guardian, please give full title.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
CONTROL NUMBER
[HUNTINGTON LOGO]
NOW YOU CAN VOTE YOUR SHARES BY TELEPHONE OR INTERNET
QUICK - EASY - IMMEDIATE - AVAILABLE 24 HOURS A DAY - 7 DAYS A WEEK
Huntington encourages you to take advantage of the new and convenient ways to
vote your shares. If voting by proxy, this year you may vote by mail, or choose
one of the two methods described below. Your telephone or Internet vote
authorizes the named proxies to vote your shares in the same manner as if you
marked, signed, and returned your proxy card. To vote by telephone or Internet,
read the accompanying proxy statement and then follow these easy steps:
TO VOTE BY PHONE
Call toll-free 1-888-297-9635 in the United States or Canada any time on a touch
tone telephone. There is NO CHARGE to you for the call.
Enter the 6-digit CONTROL NUMBER located above.
Option #1: To vote as the Board of Directors recommends on ALL Proposals:
Press 1
When asked, please confirm your vote by pressing 1.
Option #2: If you choose to vote on each proposal separately, press 0 and
follow the simple recorded instructions.
TO VOTE BY INTERNET
Go to the following website:
www.harrisbank.com/wproxy
Enter the information requested on your computer screen, including your 6-digit
CONTROL NUMBER located above.
Follow the simple instructions on the screen.
If you vote by telephone or the Internet, DO NOT mail back the proxy card.
THANK YOU FOR VOTING!
<PAGE>
COMMON STOCK
HUNTINGTON BANCSHARES INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING - APRIL 20, 2000
The undersigned shareholder of Huntington Bancshares Incorporated
appoints Jon M. Anderson, S. Ronald Cook, Jr., and Michael T. Radcliffe, or
any one or more 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
Capitol Square Banking Lobby of The Huntington National Bank, 17 South High
Street, Columbus, Ohio, on Thursday, April 20, 2000, and at any adjournment
or adjournments thereof as designated on the reverse.
THE CORPORATION'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
DIRECTOR NOMINEES NAMED, AND FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST &
YOUNG LLP.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
- --------------------------------------------------------------------------------
Provided by Harris Trust and Savings Bank for Huntington Shareholders
THE SHAREHOLDER SERVICES HELP LINE
Fast and easy access to your shareholder account information anytime, anywhere
from any touch-tone phone.
ONE STOP
Change your address, get a current share balance, order a report, or hear the
latest news about The Huntington...all with one telephone call.
FOR ROUTINE INQUIRIES, WE'RE OPEN 24 HOURS A DAY, 365 DAYS A YEAR
The automated system is ready whenever you are, whether it's 7:00 a.m. or 10:00
p.m. Calling from home, where many people keep their important shareholder
records, is now more convenient. Please note that account information may not be
available from 5:30 p.m. through 6:30 p.m. Central Time.
FOR THOSE SPECIAL NEEDS, A "LIVE" PERSON STILL AWAITS YOU
Some questions are too complicated for an automated system. You always have the
choice of speaking directly to a shareholder services representative by placing
your call Monday through Friday from 8:30 a.m. to 6:00 p.m. Central Standard
Time.
<TABLE>
<CAPTION>
<S><C>
HARRIS SHAREHOLDER SERVICES
PHONE MENU MAP (800) 725-0674
- -------------------------------------------------------------------------------------------------------------------------------
ACCOUNT HUNTINGTON HUNTINGTON SHAREHOLDER TAX Q&A HELP
INFORMATION NEWS FINANCIAL LINE INFORMATION INFORMATION
- ------------------------------ ----------------------------------------------------------------------------------------
ACCOUNT REORDER ACCOUNT TRANSFER LOST SECURITIES DIRECT DEPOSIT HARRIS MAILING FREQUENTLY ASKED FAX BACK
INFORMATION STATEMENTS CHANGES PROCEDURES INSTRUCTIONS ADDRESS & FAX# QUESTIONS INFORMATION
- -------------------------------------------------------------------------------------------------------------------------------
For Account For Huntington News For General Helpful Hints
Information and Publications Shareholder Information
- Press 0 at anytime
- - Share balances - Quarterly earnings - Transfer a security to speak to a customer
- - Dividend distribution report summaries into a new name service representative
information - Dividend declarations - Transfer from Monday through Friday
- - Dividend reinvestment, - Order Huntington a dividend 8:30 a.m. to 5 p.m.
including prospectus financial reports reinvestment account Central Time
requests - Other news that affects - Replace a lost - Press * to return
- - Tax information, the financial performance certificate or to the previous
including financial of the company. dividend check menu
reports - Dividend direct deposit - Press ** to return
information to the main menu
- To exit the system,
simply hang up
</TABLE>
Please retain this card for future reference Account #
-----------------
