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Shareholder proposal seeks independent chairman for Zions

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Shareholder proposal seeks independent chairman for Zions

GeraldArmstrong, a ZionsBancorp. shareholder, intends to again propose that the companyadopt a policy to require the chairman be an independent member of the board ofdirectors, as disclosed in a definitive proxy statement filed April 14.

Armstronghas made a similar proposal at previous shareholder meetings. In 2015, 84% ofvoting shares were cast against his proposal, up from 77% in 2014, and 66% in2013.

Armstrong, whobeneficially owns 915 common shares, argues in his proposal that had thechairman and CEO positions been held by different individuals, "mistakescould have been avoided." The proposal also lists a comparison between2006 and 2014 net earnings and dividends per share, adding that the Salt LakeCity-based company has not recuperated under the current leadership.

The boardrecommends a vote against the proposal stating that the interests of thecompany and the shareholders are best served by chairman and CEO HarrisSimmons. The board also noted that Armstrong's proposal would unnecessarily andunwisely restrict their ability to choose suitable directors.

Shareholderswill vote on this proposal and other matters at the annual meeting to be heldMay 27.