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(Address, including zip code, of principal executive office)
Registrant’s telephone number, including area code: (i800) i734-4667
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, $.01 par value
iRF
iNew
York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
i6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B
iRF PRB
iNew
York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
i5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C
iRF PRC
iNew
York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
i4.45% Non-Cumulative Perpetual Preferred Stock, Series E
iRF PRE
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
At
the Annual Meeting of Shareholders held by Regions Financial Corporation (“Regions”) on April 17, 2024 (the “2024 Annual Meeting”), Regions’ shareholders elected each of Regions’ 13 Director nominees, ratified the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for fiscal year 2024, approved Regions’ executive compensation program, approved “every year” as the frequency of future advisory votes on executive compensation, and did not approve the shareholder proposal relating to a report on risks of politicized de-banking. An archived recording of the 2024 Annual Meeting will be available for a limited time on Regions’ website at ir.regions.com/governance/annual-meeting-of-shareholders.
The
following summarizes each of the proposals presented to shareholders, as well as their responsive votes cast. The full text of each proposal is included in Regions’ 2024 Proxy Statement, which was filed with the Securities and Exchange Commission on March 4, 2024.
Proposal 1 — Election of Directors.
Each of Regions’ 13 incumbent Directors, listed below, was elected to serve as a Director of Regions for a term of one year, which will expire at the 2025 Annual Meeting of Shareholders, and until their successors are duly elected and qualified, or their earlier retirement, resignation, or removal. As to each Director nominee’s election, shareholders voted as follows:
For
Against
Abstain
Broker
Non-Votes
Mark A. Crosswhite
690,146,912
11,591,288
1,250,130
110,818,886
Noopur Davis
698,929,915
2,709,533
1,348,882
110,818,886
Zhanna Golodryga
698,913,369
2,719,866
1,355,095
110,818,886
J.
Thomas Hill
698,812,908
2,989,517
1,185,905
110,818,886
Joia M. Johnson
679,569,548
22,152,188
1,266,594
110,818,886
Ruth Ann Marshall
664,358,397
37,390,067
1,239,866
110,818,886
James
T. Prokopanko
685,473,632
16,210,443
1,304,255
110,818,886
Alison S. Rand
699,578,499
2,258,620
1,151,211
110,818,886
William C. Rhodes, III
699,594,141
2,288,165
1,106,024
110,818,886
Lee
J. Styslinger III
668,075,019
33,801,718
1,111,593
110,818,886
José S. Suquet
690,538,330
11,112,609
1,337,391
110,818,886
John M. Turner, Jr.
657,853,870
41,763,282
3,371,178
110,818,886
Timothy
Vines
694,486,129
7,396,789
1,105,412
110,818,886
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.
Shareholders ratified the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for fiscal year 2024. As to this ratification, shareholders voted as follows:
For
Against
Abstain
Broker
Non-Votes
779,288,132
33,271,449
1,247,635
0
Proposal 3 — Advisory Vote on Executive Compensation.
Regions’ executive compensation program received annual advisory approval from shareholders. As to this advisory approval, shareholders voted as follows:
For
Against
Abstain
Broker
Non-Votes
667,888,758
32,994,487
2,105,085
110,818,886
Proposal 4 — Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation.
Shareholders expressed a preference to hold future advisory votes on executive compensation on an annual basis. As to this advisory approval, shareholders voted as follows:
Every
Year
Every 2 Years
Every 3 Years
Abstain
Broker Non-Votes
681,882,650
1,259,803
18,362,257
1,483,620
110,818,886
Regions’ Decision as to Frequency of Future Advisory Votes on Executive Compensation.
After considering the voting results for Proposal 4 above, in which Regions shareholders approved
the recommendation of the Board of Directors to hold an annual advisory vote on executive compensation, the Board of Directors affirmed its recommendation and elected to continue holding such advisory votes on an annual basis.
Proposal 5 — Shareholder Proposal Relating to a Report on Risks of Politicized De-Banking.
Shareholders did not approve the shareholder proposal relating to a report on risks of politicized de-banking. As to this proposal, shareholders voted as follows:
For
Against
Abstain
Broker
Non-Votes
10,634,204
673,164,762
19,189,364
110,818,886
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
