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2021 Notice of Annual Meeting and Proxy Statement OUR VISION Become the Country's Leading People-First, Digitally Powered Bank

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2021 Notice of Annual Meeting and Proxy Statement OUR VISION Become the Country's Leading People-First, Digitally Powered Bank 2021 Notice of Annual Meeting and Proxy Statement OUR VISION Become the country's leading people-first, digitally powered bank. OUR PURPOSE We make people's lives better, help businesses thrive, and strengthen the communities we serve. OUR VALUES Can-Do Attitude Service Heart Forward Thinking Letter to Shareholders March 11, 2021 Dear Fellow Shareholders: We are pleased to invite you to the 2021 Annual Meeting of Shareholders to be held on Wednesday, April 21, 2021, at 2:00 pm Eastern Time virtually via webcast. Despite this year’s meeting being a virtual meeting, we hope that you will join and participate. We will consider the matters described in the following Notice of Annual Meeting and Proxy Statement and review highlights of the past year. In 2020, we rose to the unprecedented challenges presented by living our purpose—to make people’s lives better, help businesses thrive, and strengthen the communities we serve. Guided by our purpose, we focused on the health and safety of our colleagues and customers, maintained our business resiliency, and continued to serve our customers and communities. We also focused on our strategic long- range plans to build the leading People-First, Digitally Powered bank with investments in customer experience, product differentiation, and key growth strategies. We continued to drive organic revenue growth, manage our expense growth to fund further investment, and delivered solid financial results and annual positive operating leverage on an adjusted basis for the eighth consecutive year. On December 13 we announced a definitive agreement to acquire TCF Financial creating a top U.S. regional bank. The combined company positions Huntington for enhanced profitability and scale, revenue growth opportunities, significant cost synergies, and a strengthened market position driving increased long-term shareholder value. The merger is expected to close in the second quarter of 2021 subject to regulatory approvals, approval by the shareholders of each company, and customary closing conditions. We remain grateful to our talented colleagues and our directors for their steadfast commitment, invaluable advice, and guidance throughout the year. Details of the business to be conducted at the annual meeting and how to participate at the meeting are provided in the attached Notice of Annual Meeting and Proxy Statement. Your vote is important to us. Whether or not you plan to attend the annual meeting, we encourage you to read the Proxy Statement carefully. Please vote via internet, telephone, or mail to ensure that your shares are represented. Thank you for your support of Huntington. Best wishes, Stephen D. Steinour David L. Porteous Chairman, President and CEO Independent Lead Director 2021 Proxy Statement 1 Notice of 2021 Annual Meeting of Shareholders Date and Time Location Wednesday, April 21, 2021, at Online at How to Vote Your Shares 2:00 p.m. Eastern Time http://www.meetingcenter. io/208317683 Online Matters to be Voted Upon: Registered holders – Proposal 1 Election of Directors FOR each director www.envisionreports.com/HBAN nominee > Page 11 Beneficial owners – Proposal 2 Advisory resolution to approve, on a FOR www.proxyvote.com non-binding basis, the compensation > Page 54 of executives as disclosed in the accompanying proxy statement By Phone Proposal 3 Ratification of the appointment of FOR PricewaterhouseCoopers LLP as our Call the phone number at the top > Page 99 independent registered public accounting of your proxy card firm for 2021 Proposal 4 Approval of the Amended and Restated FOR 2018 Long-Term Incentive Plan > Page 104 By Mail Other business that properly comes before the meeting Complete, sign, date and return your proxy card in the Information for Shareholders Who Plan to Attend the 2021 Annual Meeting of envelope provided Shareholders Shareholders will be able to attend and participate in the Annual Meeting online, vote their shares electronically, and submit questions during the meeting by Online during the visiting: http://www.meetingcenter.io/208317683 at the meeting date and time. The password for the meeting is HBAN2021. meeting Record Date: Huntington shareholders as of the close of business on February 17, Attend our annual meeting 2021, will be entitled to vote at our annual meeting and at any adjournments or postponements of the meeting. and vote during the online annual meeting Your vote is important. Please submit your proxy as soon as possible via the internet, mail, or telephone. If your shares are held by a broker, it is important that you provide instructions to your broker so that your vote is counted on all matters. 2021 Virtual Annual Shareholder Meeting After careful consideration, the Board of Directors has determined to hold a virtual annual meeting in order to facilitate shareholder attendance and participation by Important Notice Regarding the enabling shareholders to participate from any location and at no cost. We believe this Availability of Proxy Materials for is the right choice given the current public health impacts of the COVID-19 pandemic the Shareholder Meeting to be and our desire to promote the health and safety of Huntington shareholders, as well Held on April 21, 2021. The proxy as Huntington directors, officers, employees, and other constituents. You will be able statement and annual report to to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting http://www.meetingcenter.io/208317683 at the shareholders are available at meeting date and time and using the password HBAN2021. The meeting webcast www.edocumentview.com/HBAN will begin promptly at 2:00 pm Eastern Time. If you experience technical difficulties during the check-in process or during the meeting please contact (888) 724-2416 (U.S. toll-free) or +1-781-575-2748 (outside of U.S.) for assistance. By Order of the Board of Directors, Lyndsey M. Sloan Deputy General Counsel & Secretary March 11, 2021 2 Huntington Bancshares Incorporated Table of Contents Letter to Shareholders 1 Audit Matters 99 Notice of 2021 Annual Meeting of Proposal 3 Ratification of the Shareholders 2 Appointment of Independent Registered Public Accounting Firm 99 Proxy Summary 4 Audit Fees, Audit-Related Fees, Tax Fees, and All Other Fees . 100 Corporate Governance and the Board 11 Pre-Approval Policies and Procedures. 100 Proposal 1 Election of Directors 11 Report of the Audit Committee ������������������������������� 101 The Board of Directors – Skills and Ownership of Voting Stock 102 Experience ������������������������������������������������������������������� 11 Strategic Goals and the Board’s Skill Set ������������� 12 Additional Management Proposal 104 Board Role and Responsibilities ����������������������������� 25 Proposal 4 Approval of the Amended Board Structure and Responsibilities . 34 and Restated 2018 Long-Term Board Practices, Policies and Processes ��������������� 44 Incentive Plan 104 Compensation of Directors ��������������������������������������� 48 General Information on Voting and The Our Executive Officers 52 Annual Meeting 116 Proposals by Shareholders for Compensation of Executive Officers 54 2022 Annual Meeting . 116 General Information About the Meeting ��������������� 116 Proposal 2 Advisory Approval of Executive Compensation 54 Other Matters . 119 Compensation Discussion & Analysis. 55 Appendix A: Non-GAAP Reconciliation 120 Report of the Compensation Committee . 83 Appendix B: Amended and Restated Executive Compensation Tables ����������������������������� 84 2018 Long-Term Incentive Plan 122 Pay Ratio Disclosure. 98 2021 Proxy Statement 3 Proxy Summary Huntington Overview We serve our customers through a banking network of over 800 retail branches as well as digital, telephone, and ATM banking capabilities. OUR GEOGRAPHIC FOOTPRINT RETAIL FOOTPRINT EXTENDED FOOTPRINT PRODUCTS: MI PRODUCTS: PA Asset Finance Auto OH Consumer IL IN Business Banking Corporate WV Commercial Huntington Business Credit KY Wealth Management Huntington Public Capital Trust Huntington Technology Finance Insurance National Settlements RV and Marine Specialty Banking Verticals Over 150 years 15,477 839 $123B 1,322 of serving the (1) FTE colleagues Branches Assets ATMs financial needs of our customers (1) Includes Regional Banking and The Huntington Private Client Group offices We are building the Leading People‐First, Digitally Powered Bank We are creating a sustainable, competitive advantage with focused investment in customer experience, product differentiation, and key growth initiatives. We are a purpose-driven company Our purpose is to make people’s lives better, help businesses thrive, and strengthen the communities we serve. Drive organic growth across all Be a source of stability and business segments resilience through enterprise • Deliver a superior customer experience through risk management and balance highly engaged colleagues, differentiated sheet strength products, digital capabilities, market segmentation, and tailored expertise • Maintain an aggregate moderate-to-low, through- the-cycle risk profile • Leverage the value of our brand, our deeply-rooted leadership in our communities, and our market- • Disciplined capital allocation and priorities leading convenience to efficiently acquire, deepen, and retain client relationships Deliver sustainable, top quartile Our Commitment to ESG financial performance We issued our 2019 Environmental, Social, and Governance (ESG) Report (our fourth ESG report) • Drive diversified revenue growth while
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