Current Report — Form 8-K Filing Table of Contents
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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))
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.¨
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%
Non-Cumulative Perpetual Preferred Stock, Series A
iRF PRA
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
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 21, 2021 (the "2021 Annual Meeting"), Regions' shareholders elected each of Regions' 12 Director nominees, ratified the appointment of Ernst & Young LLP as Regions' independent registered public accounting firm for 2021, and approved Regions' executive compensation program.
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' 2021 Proxy Statement, which was filed with the Securities and Exchange Commission on March 5, 2021.
Proposal 1 - Election of Directors.
Each
of Regions' 12 incumbent Directors, listed below, was elected to serve as a Director of Regions for a term of one year, which will expire at the 2022 Annual Meeting of Shareholders or upon the due election and qualification of a successor. As to each Director nominee's election, shareholders voted as follows:
For
Against
Abstain
Broker Non-Votes
Carolyn
H. Byrd
677,078,942
13,247,953
1,237,767
121,711,229
Don DeFosset
558,681,526
131,642,442
1,240,694
121,711,229
Samuel A. Di Piazza, Jr.
678,780,631
11,569,753
1,214,278
121,711,229
Zhanna
Golodryga
685,062,371
5,108,988
1,393,303
121,711,229
John D. Johns
687,320,721
3,016,646
1,227,295
121,711,229
Ruth Ann Marshall
593,265,720
97,080,058
1,218,884
121,711,229
Charles
D. McCrary
652,369,740
37,886,199
1,308,723
121,711,229
James T. Prokopanko
678,364,031
11,943,911
1,256,720
121,711,229
Lee J. Styslinger III
643,309,410
47,049,181
1,206,071
121,711,229
José
S. Suquet
687,326,314
2,878,671
1,359,677
121,711,229
John M. Turner, Jr.
684,194,879
6,216,438
1,153,345
121,711,229
Timothy Vines
685,132,138
5,220,256
1,212,268
121,711,229
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 2021. As to this ratification, shareholders voted as follows:
For
Against
Abstain
Broker Non-Votes
750,610,698
61,621,456
1,043,737
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
487,748,405
200,744,351
3,071,906
121,711,229
SIGNATURE
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.
