Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 25, 2018
 
 
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
DELAWARE
 
001-34034
 
63-0589368
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1900 FIFTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(Address, including zip code, of principal executive office)
Registrant’s telephone number, including area code: (800) 734-4667
 
 
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:
¨
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
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 ¨
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 Stockholders of Regions Financial Corporation ("Regions") held on April 25, 2018, the stockholders reelected Regions’ 13 incumbent Directors standing for election, ratified the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for the 2018 fiscal year, approved executive compensation, and approved "Every Year" as the frequency of stockholder votes on executive compensation. The stockholders cast their votes as described below.
The following is a summary of the voting proposals for each matter presented to our stockholders:
Proposal 1: Election of Directors.
The 13 individuals listed below were elected at the 2018 Annual Meeting to serve as Directors of Regions until the next annual meeting of stockholders or until their successors are duly elected and qualified:

 
For
Against
Abstain
Broker Non-Votes
Carolyn H. Byrd
800,009,657
2,859,234
742,454
146,284,621
Don DeFosset
772,383,342
30,265,350
962,653
146,284,621
Samuel A. Di Piazza, Jr.
792,773,699
10,056,445
781,201
146,284,621
Eric C. Fast
800,065,808
2,728,703
816,834
146,284,621
O. B. Grayson Hall, Jr.
750,849,308
49,718,515
3,043,522
146,284,621
John D. Johns
780,784,662
21,885,431
941,252
146,284,621
Ruth Ann Marshall
800,114,411
2,718,135
778,799
146,284,621
Susan W. Matlock
780,343,999
22,385,719
881,627
146,284,621
John E. Maupin, Jr.
781,800,428
20,990,106
820,811
146,284,621
Charles D. McCrary
760,074,140
38,970,213
4,566,992
146,284,621
James T. Prokopanko
798,291,282
4,479,847
840,216
146,284,621
Lee J. Styslinger III
765,418,139
33,590,888
4,602,318
146,284,621
José S. Suquet
796,415,200
6,364,849
831,296
146,284,621

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

Regions' proposal to ratify the appointment of Ernst & Young LLP as independent auditors of Regions to serve for the 2018 fiscal year was approved. The full text of the proposal is included in the Proxy Statement dated March 9, 2018. The vote with respect to this proposal was:  

For
Against
Abstain
Broker
Non-Votes
921,428,440
27,423,800
1,043,726
0

Proposal 3: Advisory Vote on Executive Compensation.

The Company's stockholders gave advisory approval of executive compensation as disclosed in the Proxy Statement dated March 9, 2018. The vote with respect to this proposal was:

For
Against
Abstain
Broker
Non-Votes
756,898,691
44,051,580
2,661,074
146,284,621

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

Holders of a majority of the Company's shares voted expressed a preference to hold future advisory votes on executive compensation on an annual basis. The full text of the proposal is included in the Proxy Statement dated March 9, 2018. The vote with respect to this proposal was:





Every Year
Every Two Years
Every Three Years
Abstain
775,068,728
1,948,209
24,533,428
2,060,980


Annual Frequency of Say-on-Pay Advisory Votes
After considering the voting results for proposal number 4 above in which Regions stockholders approved the recommendation of the Board of Directors to hold an annual advisory vote on executive compensation (“say-on-pay”), the Board affirmed its recommendation and elected at this time to hold future say-on-pay advisory votes on an annual basis.











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.
 
                                
 
 
 
REGIONS FINANCIAL CORPORATION
 
 
By:
 
/s/ Fournier J. Gale, III
Name:
 
Fournier J. Gale, III
Title:
 
Senior Executive Vice President,
 
 
General Counsel and Corporate
 
 
Secretary
Date: April 30, 2018