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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934

(Amendment No.     )

 

þ  Filed by the Registrant		¨  Filed by a Party other than the Registrant

 

Check the appropriate box:
¨		Preliminary Proxy Statement
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

REGIONS FINANCIAL CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
þ		No fee required.
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)Title of each class of securities to which transaction applies:
		(2)Aggregate number of securities to which transaction applies:
		(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)Proposed maximum aggregate value of transaction:
		(5)Total fee paid:
¨		Fee paid previously with preliminary materials.
¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)Amount Previously Paid:
		(2)Form, Schedule or Registration Statement No.:
		(3)Filing Party:
		(4)Date Filed:

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REGIONS FINANCIAL CORPORATION

 

 

 

 

 

PROXY STATEMENT

AND

NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS

 

 

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REGIONS FINANCIAL CORPORATION

1900 Fifth Avenue North

Birmingham, Alabama 35203

To our Stockholders:

You are cordially invited to attend the 2014 annual meeting of stockholders of Regions Financial Corporation, to be held at 9:00 A.M., local time, on April 24, 2014, in the Upper Lobby Auditorium of Regions Bank, 1901 Sixth Avenue North, Birmingham, Alabama 35203. We hope that you will be able to attend.

The formal notice of the annual meeting setting forth the business expected to come before the meeting follows. Our materials include our proxy statement, including a letter from our Lead Independent Director and form of proxy. If you have elected to receive your proxy statement by mail, then accompanying the proxy statement is our Annual Report on Form 10-K for the year ended December 31, 2013 and Chairman’s Letter. If you have elected to receive your proxy statement electronically, then our Annual Report on Form 10-K for the year ended December 31, 2013 and Chairman’s Letter is available on the Internet with the proxy statement.

We are continuing to use the Securities and Exchange Commission rule that allows us to furnish our proxy materials to stockholders over the Internet. This means most of our stockholders will receive only a notice containing instructions on how to access the proxy materials over the Internet and vote online. We believe this offers a convenient way for stockholders to review the materials and also substantially reduces our printing and mailing expenses. If you receive this notice but would still like to receive paper copies of the proxy materials, please follow the instructions on the notice or on the website referred to on the notice. We ask you to consider signing up to receive these materials electronically in the future by following the instructions after you vote your shares over the Internet. By delivering proxy materials electronically to our stockholders, we reduce the costs of printing and mailing our proxy materials. To enroll for electronic delivery, visit http://enroll.icsdelivery.com/rf.

Your vote is important and in order that we may be assured of a quorum, we urge you to vote as soon as possible, even if you plan to attend the meeting. The notice and the proxy statement contain instructions on how you can vote your shares over the Internet, by telephone, or by mail if you have received a printed copy of the materials and proxy card.

If your shares are held for you by your broker, it is important that you instruct your broker on how you want to vote. Under New York Stock Exchange rules, your broker will not be able to use its discretion to vote your shares for the election of Directors or matters related to executive compensation. Please instruct your broker on how you want to vote by following the instructions on the form sent by your broker.

Thank you for your continued investment in and support of Regions Financial Corporation, and I look forward to welcoming you to our annual meeting.

March 11, 2014

Sincerely,

 

O. B. Grayson Hall, Jr.

Chairman, President and Chief Executive Officer

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TABLE OF CONTENTS

 

TABLE OF CONTENTS

NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS			1
PROXY STATEMENT			2
PROXY SUMMARY			3
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			11
OWNERSHIP OF REGIONS COMMON STOCK			16
Security Ownership of Certain Beneficial Owners			16
Security Ownership of Directors and Executive Officers			16
Section 16(a) Beneficial Ownership Reporting Compliance			18
PROPOSAL 1 — ELECTION OF DIRECTORS			19
What am I voting on?			19
What vote is required to approve this proposal?			19
What does the Board recommend?			19
What is the makeup of the Board and how often are the members elected?			19
What if a nominee is unable or unwilling to serve?			19
What if a Director nominee does not receive a majority of votes cast?			19
What criteria were considered by the NCG Committee in selecting the nominees?			20
Who are this year’s nominees?			21
How much stock are Directors expected to own?			28
How are Directors compensated?			29
CORPORATE GOVERNANCE			31
Letter from the Lead Independent Director			31
Our Board Leadership Structure			32
Director Independence			33
Family Relationships			35
Transactions with Directors			35
Other Business Relationships and Transactions			36
Policies Relating to Transactions with Related Persons and Code of Conduct			36
Director Attendance			38
Director Attendance at the Annual Meeting			38
Meetings of Independent Directors			39
Communications between Stockholders and Other Interested Parties and the Board of Directors			39
Board’s Role in the Risk Management Process			39
Compensation Committee Interlocks and Insider Participation			40
Relationship of Compensation Policies and Practices to Risk Management			40
Compensation Consultant Disclosure			41
Committees of the Board of Directors			41
Board and Committee Meetings in 2013			41
Committee Composition			42
Audit Committee			43
Compensation Committee			44
Nominating and Corporate Governance Committee			45
Risk Committee			46

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PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			47
What am I voting on?			47
What vote is required to approve this proposal?			47
What does the Board recommend?			47
What services are provided by Ernst & Young LLP?			47
How much was Ernst & Young LLP paid for 2013 and 2012?			47
Will a representative of Ernst & Young LLP be present at the meeting?			48
How long has Ernst & Young LLP been Regions’ independent auditor?			48
AUDIT COMMITTEE REPORT			49
PROPOSAL 3 — NONBINDING STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION			50
What am I voting on?			50
What vote is required to approve this proposal?			50
What does the Board recommend?			50
What is the effect of this resolution?			50
COMPENSATION DISCUSSION AND ANALYSIS			51
How Pay is Tied to Company Performance			51
Summary of our Pay for Performance Decisions for 2013			52
Compensation Philosophy and Objectives			53
2013 Compensation Decisions — What We Paid and Why			55
Other Benefits and Perquisites			60
Compensation Framework, Policies, Processes and Risk Considerations			62
Other Policies and Practices Impacting Compensation Decisions			63
Change-in-Control, Post-Termination and Other Employment Arrangements			66
COMPENSATION COMMITTEE REPORT			67
COMPENSATION OF EXECUTIVE OFFICERS			68
Summary Compensation Table			68
2013 Grants of Plan-Based Awards			70
Outstanding Equity Awards at December 31, 2013			71
Option Exercises and Stock Vested During 2013			72
Pension Benefits			72
Nonqualified Deferred Compensation			74
Potential Payments by Regions Upon Termination or Change-in-Control			75
OTHER MATTERS			79
Important Notice Regarding Delivery of Security Holder Documents			79
Cost of Proxy Solicitation			79
Submission of Stockholder Proposals			79
Other Business			80
APPENDIX A: GAAP TO NON-GAAP AND OTHER RECONCILIATIONS			A-1

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REGIONS FINANCIAL CORPORATION

1900 Fifth Avenue North

Birmingham, Alabama 35203

NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS

To be held Thursday, April 24, 2014

TO THE STOCKHOLDERS OF REGIONS FINANCIAL CORPORATION:

The 2014 Annual Meeting of Stockholders of Regions Financial Corporation (“Regions”), a Delaware corporation, will be held:

Date: Thursday, April 24, 2014

Time: 9:00 A.M., local time

Place: Upper Lobby Auditorium of Regions Bank, 1901 Sixth Avenue North, Birmingham, Alabama 35203

The annual meeting is being held for the following purposes:

 

1.	Election to our Board of Directors of the 13 Director nominees named in the proxy statement, to serve as Directors until the next annual meeting of stockholders or in each case until their successors are duly elected and qualified;

 

2.	Ratification of the selection of Ernst & Young LLP as Regions’ independent registered public accounting firm for the year 2014; and

 

3.	Nonbinding stockholder approval of executive compensation.

We also will act on any other business that may properly come before the meeting, although we have not received notice of any other matters that may be properly presented.

The Regions Board of Directors fixed the close of business on March 3, 2014, as the record date for the annual meeting of stockholders. This means that only Regions stockholders of record at such time are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement of the annual meeting. A complete list of Regions stockholders of record entitled to vote at the annual meeting will be made available for inspection by any Regions stockholder for ten days prior to the annual meeting at the principal executive offices of Regions and at the time and place of the annual meeting.

The annual meeting will begin promptly at 9:00 A.M., local time, and check-in will begin at 8:00 A.M., local time. Please allow ample time for the check-in process. You will need a identification to gain admission.

Your vote is important. Whether or not you plan to attend the annual meeting, you are encouraged to submit your proxy with voting instructions. To vote your shares, please follow the instructions in the notice of Internet availability of proxy materials or the proxy card you received in the mail. If you vote by telephone or via the Internet, you need not return a proxy card. You may revoke your proxy at any time before the meeting by notifying the Corporate Secretary of Regions in writing or by validly submitting another proxy by telephone, Internet or mail. If you are present at the meeting, you may vote your shares in person, which will supersede your proxy. If you hold shares through a broker or other custodian, check the voting instructions provided to you by that broker or custodian.

March 11, 2014

By Order of the Board of Directors

 

Fournier J. Gale, III

Corporate Secretary

 

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REGIONS FINANCIAL CORPORATION

1900 Fifth Avenue North

Birmingham, Alabama 35203

March 11, 2014

PROXY STATEMENT

The Board of Directors (the “Board”) of Regions Financial Corporation (“Regions” or the “Company”) is furnishing you with this proxy statement to solicit proxies on its behalf to be voted at the 2014 annual meeting of stockholders of Regions. The 2014 annual meeting will be held in the Upper Lobby Auditorium of Regions Bank, 1901 Sixth Avenue North, Birmingham, Alabama 35203 on Thursday, April 24, 2014, at 9:00 A.M., local time. The proxies also may be voted at any adjournments or postponements of the annual meeting.

The mailing address of our principal executive offices is 1900 Fifth Avenue North, Birmingham, Alabama 35203. We are first furnishing the proxy materials to stockholders on March 11, 2014.

All properly executed written proxies, and all properly completed proxies submitted by telephone or Internet, that are delivered pursuant to this solicitation will be voted at the 2014 annual meeting of stockholders in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record of shares of Regions’ common stock as of the close of business on March 3, 2014, the record date, are entitled to notice of, and to vote at, the meeting or at any adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of common stock held. On March 3, 2014, there were 1,378,536,561 shares of common stock issued and outstanding.

 

 

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PROXY SUMMARY

 

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of the meeting?

 

At our annual meeting, stockholders will act upon the matters outlined in the “Notice of 2014 Annual Meeting of Stockholders” on page 1 and described in this proxy statement.

What matters, or proposals, are scheduled to be presented and what vote is required to approve each proposal?

 

The matters to be acted upon at the meeting are:

 

				More Information		Board Recommendation		Votes Required for Approval
PROPOSAL 1		Election of Directors		Page 19		FOR each Director Nominee		Affirmative “FOR” vote of a majority of the votes cast for or against the proposal. Abstentions and broker non-votes have no effect on the vote results.
PROPOSAL 2		Ratification of Selection of Independent Registered Public Accounting Firm		Page 47		FOR
PROPOSAL 3		Nonbinding Stockholder Approval of Executive Compensation		Page 50		FOR

Could other matters be decided at the annual meeting?

 

We are not aware of any other matters that will be voted on at the annual meeting. However, if other matters properly come before the annual meeting, or at any adjournment or postponement thereof, the persons named as proxies for stockholders will vote on those matters in a manner they consider appropriate.

What is a proxy statement and what is a proxy?

 

A proxy statement is a document that we are required to give you, or provide you access to, when we are soliciting your vote in accordance with the federal securities laws and the regulations of the SEC.

A proxy is your designation of another person to vote stock that you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We refer to this as your “proxy vote.”

Fournier J. Gale, III, our General Counsel and Corporate Secretary, and Jeffrey A. Lee, our Deputy General Counsel, have been designated as the proxies to cast the votes of our stockholders at our 2014 annual meeting of stockholders.

What is Notice and Access?

 

Notice and Access is a SEC rule that allows us to furnish our proxy materials over the Internet to our stockholders instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about March 12, 2014, we will send to most stockholders by mail or e-mail a notice containing instructions on how to access our proxy materials over the Internet and vote online.

This notice is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to on the notice.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

Who is entitled to vote at the meeting and what are my voting rights?

 

The Board has set March 3, 2014, as the record date for the annual meeting. If you were a stockholder of record at the close of business on March 3, 2014, you are entitled to vote at the meeting. As of the record date, 1,378,536,561 shares of our common stock were issued and outstanding and, therefore, eligible to vote at the meeting.

Holders of our common stock are entitled to one vote per share. Therefore, a total of 1,378,536,561 votes are entitled to be cast at the meeting. There is no cumulative voting.

Holders of our Depositary Shares, each representing 1/40^th interest in a share of our Non-Cumulative Perpetual Preferred Stock, Series A (the “Depositary Shares”), are not entitled to vote at the meeting.

How many shares must be present to hold the meeting?

 

A majority of the outstanding shares of Regions common stock must be present, in person or by properly executed or otherwise documented proxy, to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted solely for the purpose of determining whether a quorum is present.

We urge you to vote promptly by proxy, even if you plan to attend the meeting, so that we will know as soon as possible that enough shares will be present for us to hold the meeting.

What is the difference between being a stockholder of record and a “street name” holder or “beneficial owner”?

 

If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, you are considered the stockholder of record with respect to those shares.

If your shares are held in a brokerage account or by another nominee or custodian, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in street name, you will have the opportunity to instruct your broker, bank, trustee or other nominee as to how to vote your shares. Street name stockholders may only vote in person if they have a legal proxy as discussed in detail below.

How do I vote my shares as a stockholder of record?

 

If you are the record holder of your shares, there are several ways you can vote by proxy:

 

		With your tablet or smart phone, scan the Quick Response Code that appears on your proxy card or Notice to vote with your mobile device (may require free software).
		You may vote over the Internet by going to www.proxyvote.com and entering your 12 digit control number that appears on your proxy card, e-mail notification or notice of Internet availability of proxy materials.
		You may vote by telephone by calling 1-800-690-6903 and following the recorded instructions. If you vote by telephone, you also will need your control number referred to above.
		If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
		Additionally, you may vote in person at the meeting.

If you have Internet access, we encourage you to record your vote through the Internet to reduce corporate expense. The deadline for voting by telephone or through the Internet is 11:59 P.M., Eastern Time on April 23, 2014.

How do I vote if I hold my stock through my dividend reinvestment plan?

 

If you are a participant in the Computershare Investment Plan for Regions Financial Corporation (the dividend reinvestment plan), the proxy card or electronic voting instructions covers all shares allocated to your account under the plan. If you do not return your proxy card, or vote by telephone or over the Internet, your shares in the plan will not be voted. To vote your stock held in the dividend reinvestment plan, follow the above instructions.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

How do I vote my shares held in street name?

 

If your shares are held in nominee or street name, you may vote your shares before the meeting by phone or over the Internet by following the instructions on the notice of Internet availability of proxy materials you received or, if you received a voting instruction form from your brokerage firm, by mail by completing, signing and returning the form you received. You should check your voting instruction form to see if Internet or telephone voting is available to you. Although most brokers and nominees offer telephone and Internet voting, availability and specific processes will depend on their voting arrangements. See the Notice or Voter Instruction Form for available options.

If you have Internet access, we encourage you to record your vote through the Internet to reduce corporate expense. The deadline for voting by telephone or through the Internet for most street name holders is 11:59 P.M., Eastern Time on April 23, 2014.

If you hold your shares through a broker, bank or other nominee and you wish to vote in person at the meeting, you will need to bring a legal proxy to the meeting, which you must request through your broker, bank, or other nominee. Note that if you request a legal proxy, any proxy with respect to your shares of our common stock previously executed by your broker, bank or other nominee will be revoked and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.

How do I vote if I hold my stock through Regions’ employee benefit plans?

 

If you are a participant in the Regions 401(k) Plan, the electronic voting instructions constitutes the voting instruction form and covers all shares you may vote under the plan. Under the terms of the plan, the trustee votes all shares held by the plan, but each participant may direct the trustee how to vote the shares of Regions common stock allocated to his or her Regions 401(k) Plan account. If you own shares through the Regions 401(k) Plan and do not submit voting instructions, the plan trustee will vote the shares in favor of Proposals 1, 2 and 3. To vote your stock held in the Regions 401(k) Plan, you must do one of the following:

 

		With your tablet or smart phone, scan the Quick Response Code that appears on your proxy card or Notice to vote with your mobile device (may require free software).
		You may vote by telephone by calling 1-800-690-6903 and following the recorded instructions. If you vote by telephone, you will also need your control number referred to above.
		If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
		You may vote over the Internet by going to www.proxyvote.com and entering your 12 digit control number that appears on your proxy card, e-mail notification or notice of Internet availability of proxy materials.

Can I change my vote after submitting my proxy?

 

If you voted over the Internet or by telephone, you can change your vote by voting again over the Internet or by telephone before 11:59 P.M., Eastern Time on April 23, 2014.

You can revoke your proxy at any time before the vote is taken at the annual meeting by submitting to our Corporate Secretary written notice of revocation or a properly executed proxy of a later date, or by attending the annual meeting and voting in person. Written notices of revocation and other communications about revoking Regions proxies should be addressed to:

Regions Financial Corporation

1900 Fifth Avenue North

Birmingham, Alabama 35203

Attention: Fournier J. Gale, III, Corporate Secretary

If your shares are held in street name, you should follow the instructions of your broker regarding the revocation of proxies.

What if I do not specify how I want my shares voted?

 

If you requested printed copies of the proxy materials and sign and return your proxy card without giving specific voting instructions, your proxy will be voted following the Board’s recommendations.

Our telephone and Internet voting procedures do not permit you to submit your proxy vote by telephone or Internet without specifying how you want your shares voted.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

Will my shares be voted if I don’t provide my proxy and don’t attend the Annual Meeting?

 

If you do not provide a proxy or vote your shares held in your name, your shares will not be voted.

As described above, if you hold your shares through the Regions 401(k) Plan and do not vote your shares, your shares (along with all other shares in the plan for which votes are not cast) will be voted by the plan trustee and in favor of Proposals 1, 2 and 3.

If you are a participant in the Computershare Investment Plan for Regions and do not return your proxy card, or vote by telephone or over the Internet, your shares in the plan will not be voted.

If you hold your shares in street name and do not give your broker instructions on how to vote your shares, see the next question.

What if I am a beneficial owner and do not give voting instructions to my broker?

 

As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your broker by the deadline provided in the materials you receive from your broker. If you do not provide voting instructions to your broker, whether your shares can be voted by such person depends on the type of item being considered for vote. Brokers may not vote shares held in street name on non-routine matters unless they have received voting instructions from the beneficial owners on how to vote those shares. If you hold your shares in street name and do not give your broker instructions on how to vote your shares, the broker will return the proxy card without voting on proposals not considered “routine.” This is known as a broker non-vote.

Therefore, without instructions from you, the broker may not vote on any proposal other than Proposal 2 (the ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for 2014). Brokers and other nominees will not be able to vote your shares regarding Proposal 1 (election of Directors) or Proposal 3 (nonbinding stockholder approval of executive compensation) unless you return your voting instruction form or submit your voting instructions by telephone or over the Internet.

Has Regions hired a proxy solicitor?

 

We have made arrangements with Innisfree M&A Incorporated to assist us in soliciting proxies. We may also use several of our regular associates, without additional compensation, to solicit proxies from Regions stockholders, either personally or by telephone, facsimile, e-mail or letter on Regions’ behalf.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated:

 

		Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022.
		Stockholders may call Innisfree toll-free: 1-888-750-5834.
		Banks and Brokers may call Innisfree collect: 1-212-750-5833.

Who can attend the annual meeting?

 

Only stockholders of Regions at the close of business on March 3, 2014, the record date, may attend the annual meeting. No cameras, recording equipment, laptops, tablets, cellular telephones, smartphones or other similar equipment, electronic devices, large bags, briefcases or packages will be permitted in the annual meeting, and security measures will be in effect to provide for the safety of attendees. Admission to the annual meeting will be on a first-come, first-served basis. You will need identification to gain admission. Failure to follow these rules can result in your removal from the meeting.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 

How does the Board recommend that I vote?

 

For the reasons set forth in more detail later in this proxy statement, the Board recommends you vote:

 

•

FOR all the Director nominees named in this proxy statement (Proposal 1);

 

•

FOR the ratification of selection of Ernst & Young LLP as Regions’ independent registered public accounting firm for the year 2014 (Proposal 2); and

 

•

FOR the nonbinding stockholder approval of executive compensation (Proposal 3).

All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with the instructions received.

Who counts the votes?

 

We have hired Broadridge Financial Solutions, Inc. to count the votes represented by proxies and cast in person by ballot and to act as Inspector of Election. A representative from Broadridge will be present at the annual meeting.

When will the Company announce the voting results?

 

We will announce the preliminary voting results at the annual meeting. The Company will report the final results in a Current Report on Form 8-K filed with the SEC within four business days of the annual meeting.

How can I access Regions’ proxy materials and annual report electronically?

 

This proxy statement, the Company’s 2013 Annual Report on Form 10-K, and Chairman’s Letter are being made available to Regions’ stockholders on the Internet in the Investor Relations section of www.regions.com and at www.proxyvote.com through the notice and access process.

Most stockholders can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. If you already have Internet access, there will be no additional charge for you to have electronic access through the Internet to our proxy materials and annual report.

If you are a registered stockholder, you can choose to receive future proxy statements and annual reports electronically by following the prompt if you choose to vote through the Iinternet. Stockholders who choose to view future proxy statements and annual reports through the Internet will receive an e-mail with instructions containing the Internet address of those materials, as well as voting instructions, approximately four weeks before future meetings.

If you enroll to view our future proxy statements and annual reports electronically and vote your proxy through the Internet, your enrollment will remain in effect for all future stockholder meetings unless you cancel it. To cancel, registered stockholders should access http://enroll.icsdelivery.com/rf and follow the instructions to cancel your enrollment. If you hold your Regions stock in nominee name, check the information provided by your broker or nominee for instructions on how to cancel your enrollment.

If at any time you would like to receive a paper copy of the proxy statement or annual report, please email us at investors@regions.com, call us at 205-326-5807, or write to Investor Relations, Regions Financial Corporation, 1900 Fifth Avenue North, Birmingham, Alabama 35203.

We also encourage you to visit the Investor Relations section of www.regions.com that, among other things, will enable you to learn more about Regions and elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail.

 

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OWNERSHIP OF REGIONS COMMON STOCK

 

OWNERSHIP OF REGIONS COMMON STOCK

 

 

Security Ownership of Certain Beneficial Owners

 

The following table sets forth the beneficial ownership of our common stock by any stockholder known to us, based on public filings made with the SEC, to own 5% or more of the outstanding shares of our common stock.

 

		Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner		No. of Common Shares				% of Class
BlackRock, Inc. (and subsidiaries) (1) 40 East 52nd Street New York, NY 10022			90,198,679				6.5%
The Vanguard Group, Inc. (and subsidiaries) (2) 100 Vanguard Blvd. Malvern, PA 19355			95,155,585				6.9%
State Street Corporation (and subsidiaries) (3) One Lincoln Street Boston, MA 02111			71,302,339				5.2%

(1)	This information was derived from the Schedule 13G filed on February 10, 2014 by BlackRock, Inc. and subsidiaries, which states that BlackRock has sole voting power over 73,255,520 shares and sole dispositive power over 90,198,679 shares.

 

(2)

This information was derived from the Schedule 13G filed on February 12, 2014 by The Vanguard Group, Inc. and subsidiaries, which states that The Vanguard Group, Inc. has sole voting power over 2,248,278 shares, shared dispositive power over 2,111,989 shares, and sole dispositive power over 93,043,596 shares.

(3)	This information was derived from the Schedule 13G filed on February 4, 2014 by State Street Corporation and subsidiaries, which states that State Street Corporation has shared voting and shared dispositive power over 71,302,229 shares.

Security Ownership of Directors and Executive Officers

 

 

 

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OWNERSHIP OF REGIONS COMMON STOCK

 

 

Name of Beneficial Owner		Shares of Common Stock (1)				Number of Shares Subject to Exercisable Options				Total Number of Shares Beneficially Owned				Percent of Class				Additional Underlying Units (2)				Total Shares Beneficially Owned Plus Additional Underlying Units
Current Directors including Nominees for Director
George W. Bryan (3)			111,280				14,000				125,280				*				4,127				129,407
Carolyn H. Byrd			28,885				0				28,885				*				21,443				50,328
David J. Cooper, Sr.			136,883				21,177				158,060				*				17,750				175,810
Don DeFosset			53,576				21,177				74,753				*				14,253				89,006
Eric C. Fast			40,885				0				40,885				*				55,568				96,453
O. B. Grayson Hall, Jr. (4)			605,245				930,043				1,535,288				*				899,686				2,434,974
John D. Johns (5)			34,074				0				34,074				*				27,060				61,134
Charles D. McCrary			69,780				33,935				103,715				*				116,913				220,628
James R. Malone (6)			77,467				33,935				111,402				*				64,238				175,640
Ruth Ann Marshall			35,800				0				35,800				*				35,730				71,530
Susan W. Matlock			41,100				14,000				55,100				*				67,695				122,795
John E. Maupin, Jr.			50,768				14,000				64,768				*				45,984				110,752
John R. Roberts			71,594				14,000				85,594				*				0				85,594
Lee J. Styslinger III (7)			68,166				14,000				82,166				*				106,723				188,889
Other Named Executive Officers (See Summary Compensation Table)
David J. Turner, Jr. (8)			185,690				141,222				326,912				*				213,264				540,176
John B. Owen (9)			185,129				128,191				313,320				*				212,211				525,531
David B. Edmonds			284,632				286,892				571,524				*				196,246				767,770
Fournier J. Gale, III (10)			45,441				114,065				159,506				*				145,370				304,876
Directors and Executive Officers as a group (30 persons)			3,508,004				5,463,926				8,971,930				*				3,681,319				12,653,249

*	Less than 1%

 

(1)	Includes share equivalents held in the Regions 401(k) Plan.

 

(2)	Additional underlying units may include notional shares allocated under the DDSIP, share equivalents held in the Regions Supplemental 401(k) Plan, restricted stock units or performance stock units.

 

(3)	Includes 18,580 shares held by Mr. Bryan’s spouse.

 

(4)	Includes 80 shares held for a child.

 

(5)	Includes 384 shares held by Mr. Johns’ spouse and 1,661 shares held in an IRA.

 

(6)	Includes 5,382 shares held by Mr. Malone’s spouse. Includes 27,537 shares pledged as collateral for a loan.

 

(7)	Includes 2,469 shares held by Altec/Styslinger Foundation.

 

(8)	Includes 1,664 shares held by Mr. Turner’s spouse and 575 shares held for Mr. Turner’s children.

 

(9)	Includes 6,000 shares held by Mr. Owen’s spouse.

 

(10)	Includes 7,400 shares held in an IRA.

 

 

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OWNERSHIP OF REGIONS COMMON STOCK

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

 

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

PROPOSAL 1 — ELECTION OF DIRECTORS

What am I voting on?

 

You are voting on a proposal to elect 13 nominees for a one-year term as Directors of the Company.

What vote is required to approve this proposal?

 

Each nominee requires the affirmative “FOR” vote of a majority of the votes cast for or against the nominee. Abstentions and broker non-votes have no effect on the vote results.

What does the Board recommend?

 

The Board unanimously recommends that you vote “FOR” each nominee standing for election as Director.

The nominees are: George W. Bryan, Carolyn H. Byrd, David J. Cooper, Sr., Don DeFosset, Eric C. Fast, O. B. Grayson Hall, Jr., John D. Johns, Charles D. McCrary, James R. Malone, Ruth Ann Marshall, Susan W. Matlock, John E. Maupin, Jr., and Lee J. Styslinger III.

What is the makeup of the Board and how often are the members elected?

 

All Directors are elected at the annual meeting of stockholders each year. Our Board currently has 14 members.

Under the Company’s Corporate Governance Principles, each Director is required to retire on the eve of the next annual stockholders’ meeting of the Company following his or her 72nd birthday. Director John R. Roberts, having reached the Board retirement age, will not stand for re-election at our 2014 annual meeting. Our Board extends heartfelt gratitude to Mr. Roberts for over 13 years of service. Mr. Roberts, formerly the Chair of our Audit Committee, has worked diligently throughout his tenure and has consistently provided the Board with judicious and independent insight and guidance. All of us at Regions are immensely grateful for his many contributions to the Company and are confident that our stockholders have benefitted from his wisdom, energetic commitment and unfailing integrity.

The Board has determined that following the annual meeting of stockholders, and in accordance with the By-Laws, the Board will consist of 13 members, to be elected for a term of one year expiring at the 2015 annual meeting.

Any Director vacancies created between annual stockholder meetings (such as by a current Director’s death, resignation or removal for cause or an increase in the number of Directors) may be filled by a majority vote of the remaining Directors then in office. Any Director appointed in this manner would hold office until the next election.

What if a nominee is unable or unwilling to serve?

 

This is not expected to occur, as all Director nominees have previously consented to serve for the upcoming one-year term. However, if it does occur and the Board does not elect to reduce the size of the Board, shares represented by proxies will be voted for a substitute nominated by the Board.

What if a Director nominee does not receive a majority of votes cast?

 

Under our By-Laws, each of the 13 nominees for Director will be elected if a majority of the votes cast at the annual meeting at which a quorum is present are voted in favor of the Director. This means that the number of shares voted “for” a nominee must exceed the number of shares voted “against” the nominee. Shares voting “abstain” and broker non-votes will have no effect on the election.

Under the Corporate Governance Principles, an incumbent Director nominee who fails to receive a majority of the votes cast with respect to the election must submit his or her resignation. The NCG Committee will consider the resignation and any factors they deem relevant in deciding whether to accept the resignation and recommend to the Board the action to be taken. The Director whose resignation is under consideration will abstain from participating in any decision regarding his or her resignation.

The Board will take action within 90 days following certification of the stockholder vote unless such action would cause Regions to fail to comply with requirements of the New York Stock Exchange (the “NYSE”) or of the securities laws, in which event Regions will take action as promptly as practicable while continuing to meet such requirements.

The Board will promptly disclose its decision and the reasons for it in a Current Report on Form 8-K filed with the SEC. If the resignation is not accepted, the Director will continue to serve until the next annual meeting and until the Director’s successor is duly elected and qualified.

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

What criteria were considered by the NCG Committee in selecting the nominees?

 

The NCG Committee is charged with identifying and reviewing individuals to be recommended to the Board believed to be qualified to become Directors. The NCG Committee will consider and assess candidates consistent with criteria established by the Board and set forth in the Corporate Governance Principles and will consider such pertinent issues and factors bearing on the qualifications of candidates in light of such criteria. The NCG Committee may, from time to time, use its authority under its charter to retain a professional search firm to help identify candidates. The NCG Committee did not engage a professional search firm to assist in compiling information concerning potential Director nominees during 2013.

The Corporate Governance Principles affirm that the Board will seek members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity, such that the Board will maintain an appropriate mix of skills and characteristics to meet the needs of the Company. Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated and be selected based upon contributions they can make to the Board and management, regardless of gender or race. There is no formal process for implementing this policy. The Board performs an annual self-evaluation and board diversity is one component of the evaluation about which each Director is asked to make an assessment.

In addition to the items specified in the Corporate Governance Principles, the NCG Committee also considers the technical and professional skills that these nominees possess through performing their leadership roles. Such skills may include, but are not limited to, corporate governance, strategic planning, financial, information technology, business risk assessment, financial modeling, marketing, real estate, regulatory, international, human resources and legal.

Regions’ By-Laws establish the procedures and requirements for a stockholder to nominate candidates for Director. In general, a stockholder must submit to the Corporate Secretary a notice of the nomination not less than 120 days prior to the anniversary of the date of the previous year’s proxy statement. The notice must be accompanied by all information relating to each nominee that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected. See the section “Submission of Stockholder Proposals” on page 79 for further instructions.

It is the current policy and practice of the NCG Committee to evaluate any qualified candidate for Director under the applicable criteria without regard to the source of the recommendation of the candidate. A stockholder who desires to recommend a candidate for Director should follow the procedure set forth in our By-Laws as described above.

All of the 2014 nominees for Directors being voted upon at the annual meeting are Directors standing for re-election.

In selecting the 2014 nominees for Director, the NCG Committee believes it selected candidates who possess the highest personal and professional ethics, integrity and values, and are committed to representing the long-term interests of Regions’ stockholders. In addition to reviewing a candidate’s background and accomplishments, the NCG Committee reviewed candidates for Director in the context of the current composition of the Board and Regions’ evolving needs. The NCG Committee also considered the number of boards on which the candidate already serves. It is the Board’s policy that at all times at least a substantial majority of its members meet the standards of independence promulgated by the SEC and the NYSE, and as set forth in the Company’s Corporate Governance Principles. The NCG Committee also sought to ensure that the Board reflects a range of talents, ages, skills, diversity, and expertise, particularly in the areas of accounting and finance, management, strategic planning, leadership, and financial related industries, sufficient to provide sound and prudent guidance with respect to Regions’ operations and interests.

The Board seeks to maintain a diverse membership. The Board also requires that its members be able to dedicate the time and resources necessary to ensure the diligent performance of their duties on the Company’s behalf, including attending Board and applicable committee meetings.

The following are some of the key qualifications and skills the NCG Committee considered in evaluating the Director nominees. The individual biographies that follow provide additional information about each nominee’s specific experiences, qualifications and skills.

 

•

CEO or executive officer experience. We believe that Directors with CEO or executive officer experience provide Regions with valuable insights. These individuals have a demonstrated record of leadership qualities and a practical understanding of organizations, processes, strategy, risk and risk management and the ability to drive change and growth. Through their service as top leaders at other organizations, they also bring valuable perspective on common issues affecting both their company and Regions.

 

•

Banking and/or financial services industry experience. We seek to have Directors with leadership experience as executives or directors or experience in other capacities in the financial services industry. The financial services industry has issues, risks and opportunities that do not exist or are different from other types of business. Directors with financial services industry experience have valuable perspective on issues specific to Regions’ business.

 

•

Financial and/or accounting acumen. We believe that an understanding of finance and financial reporting processes is important for our Directors. Regions measures its operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to Regions’ success. We seek to have a number of Directors who qualify as audit committee financial experts, and we expect all of our Directors to be financially knowledgeable.

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

 

•

Outside board experience. Directors that sit on other public company boards are able to provide valuable comparisons to Regions’ corporate practices. They often gain significant experience and skills from service on other public boards that prove to be valuable to Regions.

 

•

Innovator/growth creator. Regions’ future success depends, in part, on its success in growing our business. Our Directors with innovator/growth creator experience provide valued perspective on our ability to grow.

 

•

Operations acumen. Directors who have significant expertise in operations will often have a better dialog with management on operational issues. They can probe more deeply into potential problems and opportunities with respect to business operations.

 

•

Corporate governance and/or regulatory acumen. The financial services industry is heavily regulated. Our Directors who have significant corporate governance acumen or experience with regulators are better situated to oversee and advise management on governance and regulatory issues.

 

•

Risk, compliance and/or legal acumen. Risk management, compliance and the management of legal risk are critical elements of our business. Directors with significant knowledge in these areas are better situated to oversee and advise management with respect to these complex issues.

 

•

Executive compensation and/or benefits acumen. Directors with a significant understanding of the issues involved with executive compensation are able to understand the various forms of compensation, the purpose of each type and how various elements of compensation can be used to motivate executives and drive performance while not encouraging imprudent risk.

 

•

Strategic planning or strategy development experience. Directors who understand how to plan for the future of the Company in a strategic fashion are better able to interact, oversee and advise management effectively with respect to the formulation and execution of the Company’s strategic planning.

 

•

Environmental and/or sustainability acumen. Directors who have a significant understanding of environmental issues or issues involving sustainability are better situated to oversee and advise management with respect to these important issues. For Regions, sustainability is not just an environmental issue; it is also an issue regarding making our business and profits sustainable.

Who are this year’s nominees?

 

The following biographies show the age and principal occupations during at least the past five years for each Director nominee, the year the Director was first elected to the Board of Regions, and the directorships he or she now hold and have held within at least the last five years with corporations subject to the registration or reporting requirements of the Exchange Act or registered under the Investment Company Act of 1940.

The Board believes that all the nominees named below are highly qualified and each Director’s key experiences, qualifications, attributes or skills that led the Board to conclude that he or she should serve as a Director are also described. There are no family relationships among our Directors and Executive Officers.

On July 1, 2004, Regions became the successor by merger to Union Planters Corporation and the former Regions Financial Corporation. Several of our Directors were previously members of the boards of directors of either of those companies. On November 4, 2006, AmSouth Bancorporation was merged with and into Regions. Several of the members of the board of directors of AmSouth Bancorporation joined the Regions Board at that time.

The Directors of Regions also serve as the Board members of Regions Bank, an Alabama banking corporation and wholly-owned subsidiary of Regions.

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

 

George W. Bryan Independent Director Since:  2004 Age:  69		Regions Committees:   •    Audit Committee •    Risk Committee (Chair)   Former Public Directorships Held During the Past Five Years:   •    Buckeye Technologies Inc.   Mr. Bryan served on the board of directors of Union Planters Corporation from 1986 to 2004. Mr. Bryan is retired from Sara Lee Corporation, a food processing and packaging company, where he was Chief Executive Officer of the Food Division. Since 2002, Mr. Bryan has been the Chief Executive Officer of Old Waverly Properties, LLC, a real estate firm.   Skills and Qualifications:   Mr. Bryan began his business career in 1964 at Bryan Foods, a family-owned meat products manufacturing business. Sara Lee Corporation acquired Bryan Foods in 1968. He became President of Bryan Foods in 1974 and Senior Vice President of Sara Lee in 1983. In addition, Mr. Bryan has developed residential and commercial real estate in Mississippi, Tennessee and Utah since 2002.   At Buckeye Technologies Inc., Mr. Bryan served as Chair of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee. Mr. Bryan serves on Regions Audit Committee and has been determined to be an audit committee financial expert. He earned a degree in business administration from Mississippi State University. As President of Bryan Foods, Senior Vice President of Sara Lee Corporation and Chief Executive Officer of Sara Lee Foods, Mr. Bryan was responsible for key managerial, strategic, financial and operational decisions, providing significant experience to draw upon in his capacity as a Director of Regions, and, together with his other experience, make him well qualified to be a member of Regions’ Board.

 

 

 

Carolyn H. Byrd Independent Director Since:  2010 Age:  65		Regions Committees:   •    Audit Committee (Chair) •    Risk Committee   Public Directorships:   •    AFC Enterprises, Inc. •    Federal Home Loan Mortgage Corporation (Freddie Mac)   Former Public Directorships Held During the Past Five Years:   •    Circuit City Stores, Inc. •    RARE Hospitality International, Inc. •    RealiStar Financial Corp. •    The St. Paul Travelers Companies   Ms. Byrd is the Chairman and Chief Executive Officer of GlobalTech Financial (“GlobalTech”), in Atlanta, Georgia, which she founded in 2000. GlobalTech specializes in loan and lease servicing, as well as information technology professional services and consulting.   Skills and Qualifications:   Prior to forming GlobalTech in 2000, Ms. Byrd had a long career with The Coca-Cola Company, where she was ultimately appointed Vice President of the company, Chief of Internal Audits and Director of the Corporate Auditing Department. In this position, she provided leadership for the worldwide audits of The Coca-Cola Company. Before joining The Coca-Cola Company, Ms. Byrd was employed with Citibank, N.A. in New York where she served as a Senior Account Officer.   At AFC Enterprises, Inc., Ms. Byrd serves on the Audit Committee and is Chair of the Corporate Governance Committee. At Freddie Mac, she serves as Chair of the Audit Committee and serves as a member of the Nominating and Governance Committee and Executive Committee. She previously served on the Audit Committee of Circuit City Stores, Inc., RARE Hospitality International, Inc. and The St. Paul Travelers Companies. Ms. Byrd serves on Regions’ Risk Committee and Audit Committee and has been determined to be an “audit committee financial expert.” Ms. Byrd earned her Bachelor of Science degree from Fisk University and a Masters in Finance and Business Administration from the University of Chicago Graduate School of Business. Ms. Byrd has held many positions in which she was responsible for key managerial, strategic, financial and operational decisions, and such positions provide significant experience to draw upon in her capacity as a Director of Regions. Her service on the boards of directors of a variety of large public companies, including Freddie Mac, further augments her experience. All of these qualifications make her well qualified to be a member of Regions’ Board.

 

 

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

 

David J. Cooper, Sr. Independent Director Since:  2006 Age:  68		Regions Committees:   •    Compensation Committee •    Nominating and Corporate Governance Committee   Mr. Cooper served on the board of directors of AmSouth Bancorporation from 2005 to 2006. He is currently the Vice Chairman and was previously the President of Cooper/T. Smith Corporation, a privately held corporation which is one of the largest stevedoring and maritime-related firms in the United States. He also serves as a director of Alabama Power Company, a wholly-owned subsidiary of The Southern Company. Alabama Power Company has no publicly traded common stock.   Skills and Qualifications:   After graduating from the University of Alabama School of Commerce and Business Administration, Mr. Cooper joined his family’s stevedoring company, Cooper/ T. Smith Corporation. Under the direction of Mr. Cooper and his brother, the company has grown and diversified and now operates in 37 ports on the East, West and Gulf Coasts of the United States, and has operations in South America. The company has also diversified its business interests, including warehousing, terminal operations, tugboats, push boats, barging and restaurants. Mr. Cooper is active in civic and educational organizations.   Mr. Cooper served on the board of directors of SouthTrust Bank prior to joining the board of AmSouth Bancorporation, which merged with Regions in 2006. Mr. Cooper’s service on the board of Alabama Power Company provides him with insight in dealing with another industry that, similar to banking, is highly regulated. He also brings to our Board extensive knowledge of how to effectively run a large business as evidenced by the diversification and growth of Cooper/T. Smith Corporation under Mr. Cooper’s direction. His experience makes him well qualified to be a member of Regions’ Board.

 

 

 

Don DeFosset Independent Director Since:  2006 Age:  65		Regions Committees:   •    Audit Committee •    Compensation Committee   Public Directorships:   •    Terex Corporation •    National Retail Properties •    ITT Corporation   Former Public Directorships within the Past Five Years:   •    EnPro Industries, Inc.   Mr. DeFosset served on the board of directors of AmSouth Bancorporation from 2005 to 2006. He is the former Chairman, President and Chief Executive Officer of Walter Industries, Inc. (now Walter Energy, Inc.). He served as Chairman from March 2002 to September 2005, and as President and Chief Executive Officer from November 2000 to September 2005. During the time of his service, Walter Industries, Inc. was a diversified public company with businesses in water infrastructure products, metallurgical coal and natural gas, home building and mortgage financing.   Skills and Qualifications:   Throughout his career, Mr. DeFosset held significant leadership positions in major multinational corporations, including Dura Automotive Systems, Inc., Navistar International Corporation and AlliedSignal, Inc. Mr. DeFosset is active in civic and charitable affairs. He serves on Regions’ Audit Committee and has been determined to be an “audit committee financial expert.”   At Terex Corporation, Mr. DeFosset chairs the Governance and Nominating Committee and serves on the Audit Committee. At National Retail Properties, he serves on the Compensation Committee and chairs the Governance and Nominating Committee. At ITT Corporation, Mr. DeFosset serves on the Compensation and Personnel Committee and the Nominating and Governance Committee. In addition, he also served on the Audit and Risk Management, Compensation and Human Resources, and Nominating and Corporate Governance Committees of EnPro Industries, Inc. Mr. DeFosset has an Industrial Engineering degree from Purdue University and a Master of Business Administration degree from Harvard University. Having served as Chairman, Chief Executive Officer and President of Walter Industries, Inc., Mr. DeFosset brings extensive management and business experience to Regions’ Board as well as a deep understanding of complex issues concerning public companies. Mr. DeFosset is also able to draw upon his knowledge of the mortgage industry acquired during his tenure at Walter Industries, Inc. His service on the boards of directors of a variety of large public companies further augments his experience. All of these qualifications make Mr. DeFosset well qualified to be a member of Regions’ Board.

 

 

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

 

Eric C. Fast Independent Director Since:  2010 Age:  64		Regions Committees:   •   Compensation Committee •   Risk Committee   Public Directorships:   •   Automatic Data Processing, Inc.   Former Public Directorships Held During the Past Five Years:   •   Crane Co.   From 2001 through January 2014, Mr. Fast served as the Chief Executive Officer for Crane Co., a diversified manufacturer of engineered industrial products. He served as President of Crane Co. from 1999 through January 2013. Mr. Fast serves on the board of directors of the privately held National Integrity Life Insurance Company.   Skills and Qualifications:   Prior to joining Crane Co., Mr. Fast worked for Salomon Brothers and later Salomon Smith Barney, where he ultimately was co-head of Global Investment Banking and a member of the firm’s Management Committee. He previously served as Treasurer of MacMillan Inc. and began his career as a commercial lending officer at Bank of New York.   Mr. Fast earned a political science degree from the University of North Carolina, Chapel Hill and received a Master of Business Administration in Finance degree from the New York University Graduate School of Business. He currently serves as Chair of the Audit Committee of Automatic Data Processing, Inc. and a member of the Audit Committee at the privately-held National Integrity Life Insurance Company. Mr. Fast brings extensive management and business experience to our Board as well as a deep understanding of complex issues concerning public companies. His service as President and Chief Executive Officer of a large public company further augments his experience. All of these qualifications make him well qualified to be a member of Regions’ Board.

 

 

 

O. B. Grayson Hall, Jr. Management Director Since:  2008 Age:  56		Public Directorships:   •   Zep, Inc. •   Vulcan Materials Company   Mr. Hall has been the Chairman, President and Chief Executive Officer of Regions and Regions Bank since May 16, 2013. He served as President and Chief Executive Officer of Regions and Regions Bank from April 1, 2010, through May 15, 2013. From October 2009 through March 2010, he served as President and Chief Operating Officer of Regions and Regions Bank. From December 2008 to October 2009, he served as Vice Chairman and Head of the General Banking Group of Regions and Regions Bank.   Skills and Qualifications:   Mr. Hall’s banking career started in 1980 as a participant in the management trainee program at AmSouth Bank, which merged with Regions in 2006. He has served in roles of increasing responsibility, including head of the Operations and Technology Group from 1993 to 2004 and manager of all lines of business from 2005 to 2006. Mr. Hall was named head of the General Banking Group in 2006 and in 2008 was elected Vice Chairman and a member of the Board of Regions. The General Banking Group included all banking offices across Regions’ 16-state footprint. His responsibilities also included oversight of several key divisions of Regions. In October 2009, the Board named him President, and, in December 2009, named Mr. Hall Chief Executive Officer effective April 1, 2010. Mr. Hall assumed the additional role of Chairman of the Board effective May 16, 2013. Mr. Hall is active in several civic and leadership organizations.   At Zep, Inc., Mr. Hall serves on the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Hall was recently elected to the board of Vulcan Materials Company and will serve on the Finance and Governance Committees. In addition to a Bachelor’s degree in Economics from The University of the South and a Master’s degree in Business Administration from the University of Alabama, Mr. Hall is a graduate of the Stonier School of Banking. Mr. Hall’s knowledge of all areas of the Company, together with his years of experience in banking, make him well qualified to be a member of Regions’ Board.

 

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

 

John D. Johns Independent Director Since:  2011 Age:  62		Regions Committees:   •   Nominating and Corporate Governance Committee •   Risk Committee   Public Directorships:   •   Protective Life Corporation •   Genuine Parts Company   Since 2003, Mr. Johns has served as the Chairman, President and Chief Executive Officer of Protective Life Corporation, a holding company whose subsidiaries provide insurance and other financial services. Mr. Johns also serves as a director of Alabama Power Company, a wholly-owned subsidiary of The Southern Company. Alabama Power Company has no publicly traded common stock.   Skills and Qualifications:   Prior to joining Protective in 1993, Mr. Johns was Executive Vice President and General Counsel at Sonat, Inc. from 1988 to 1993 and was a founding partner of the Birmingham-based law firm of Maynard, Cooper & Gale from 1984 to 1988.   At Genuine Parts Company, Mr. Johns serves on the Compensation, Nominating and Governance Committee. He currently serves as Chair of Protective Life Corporation’s Finance & Investment Committee. Mr. Johns graduated from the University of Alabama and received his Masters of Business Administration and Juris Doctorate degrees from Harvard University. Mr. Johns’ background and considerable experience as a senior executive of a large insurance corporation, his extensive exposure to complex financial issues at large public companies, his leadership in other business, economic development, civic, educational, and not-for-profit organizations, and his seasoned business judgment are valuable to the Company’s Board and make him well qualified to be a member of Regions’ Board.

 

 

 

Charles D. McCrary Independent Director Since:  2006 Age:  62		Lead Independent Director   Regions Committees:   •   Nominating and Corporate Governance Committee (Chair)   Public Directorships:   •   Protective Life Corporation   Mr. McCrary served on the board of directors of AmSouth Bancorporation from 2001 to 2006. From 2001 through February 2014, Mr. McCrary served as the President and Chief Executive Officer of Alabama Power Company, a public utility company, which is a wholly-owned subsidiary of The Southern Company. Alabama Power Company has no publicly traded common stock. Until May 1, 2014, he serves as the chairman of the board of directors of Alabama Power Company. Mr. McCrary also serves on the board of the privately held Mercedes-Benz U.S. International, Inc.   Skills and Qualifications:   Mr. McCrary’s career at Alabama Power spanned over 30 years, where he held various positions of increasing responsibility within The Southern Company, the parent company of Alabama Power. Mr. McCrary is active in civic, educational and charitable affairs and currently serves as Chairman of the Economic Development Partnership of Alabama.   Mr. McCrary previously served on Regions’ Audit Committee and during such service, was determined to be an audit committee financial expert. In February 2013, the Board named Mr. McCrary as the Nominating and Corporate Governance Committee Chairperson, effective May 16, 2013, and he also became Regions’ Lead Independent Director at that time. Mr. McCrary serves on the Corporate Governance and Nominating Committee and Finance and Investments Committee at Protective Life Corporation. Mr. McCrary holds an engineering degree from Auburn University and a law degree from Birmingham School of Law. As the former President and Chief Executive Officer of Alabama Power Company and his service as a director of Protective Life Corporation, Mr. McCrary brings a valuable understanding of issues that are unique to a company in a regulated industry. Mr. McCrary’s depth of knowledge and experience running a regulated company as well as his other experience make him well qualified to be a member of Regions’ Board.

 

 

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

 

James R. Malone Independent Director Since:  2006 Age:  71		Regions Committees:   •    Compensation Committee (Chair) •    Risk Committee   Public Directorships:   •    Ametek, Inc.   Mr. Malone served on the board of directors of AmSouth Bancorporation from 1994 to 2006. He is the founding and Managing Partner of Qorval LLC, a financial and business restructuring, consulting and advisory firm. As such, he has been Chief Executive Officer of five Fortune 500 companies in as many different industries. Since May, 2013, Mr. Malone has served as Chief Executive Officer and Chairman of the privately held Nautic Global Group, a manufacturer of fiberglass and aluminum boats. Mr. Malone is also founder and partner of Boyne Capital Partners, LLC, a private equity investment firm.   Skills and Qualifications:   Mr. Malone previously served as Chairman of the board of directors for the nation’s third largest underwriter of property insurance, Citizens Property Insurance Corporation, created by the Florida Legislature in 2002 as the state’s property insurer of last resort. Mr. Malone is also active in civic organizations.   At Ameteck, Inc., Mr. Malone serves on the Audit Committee, the Compensation Committee and as Chair of the Corporate Governance/Nominating Committee. He earned his Bachelor of Science degree from Indiana University and attended Northwestern University’s Kellogg School of Management and its Institute in International Management in Burgenstock, Switzerland. Mr. Malone is an experienced leader whose numerous management positions have provided him with an abundance of skills in handling complex financial issues, all of which makes him well qualified to be a member of Regions’ Board.

 

 

 

Ruth Ann Marshall Director Since:  2011 Age:  59		Regions Committees:   •    Compensation Committee •    Nominating and Corporate Governance Committee   Public Directorships:   •    ConAgra Foods, Inc. •    Global Payments, Inc.   Ms. Marshall is retired from MasterCard where she served as President of The Americas, MasterCard International, Inc. from 2004 to 2006 and as President, MasterCard North America from 2000 to 2004. She also serves as a director of the privately held Pella Corporation and Trustwave Holdings, Inc.   Skills and Qualifications:   At MasterCard, Ms. Marshall was responsible for building all aspects of MasterCard’s issuance and acceptance business in the United States, Canada, Latin America and the Caribbean. Prior to joining MasterCard International, Inc. in 1999, Ms. Marshall served as Group Executive President of two electronic payment service companies, MAC Regional Network and Buypass Corporation. Upon acquisition of these companies by Concord EFS, Ms. Marshall became Senior Executive Vice President of the combined companies, where she oversaw marketing, account management, customer service and product development. Ms. Marshall started her career at IBM, where, for more than 18 years, she served in managerial and executive positions. In 2004 and 2005, Ms. Marshall was selected by Forbes.com as one of the World’s 100 Most Powerful Women.   At ConAgra Foods, Inc., Ms. Marshall serves on the Human Resources Committee and the Nominating, Governance and Public Affairs Committee. At Global Payments, Inc., she serves on the Compensation Committee and the Risk Oversight, Governance and Nominating Committee. She chairs the Human Resources and Compensation Committee at the privately held Pella Corporation. Ms. Marshall earned her bachelor’s and master’s degrees from Southern Methodist University. Ms. Marshall’s background and broad marketing, account management, customer service and product development experience as well as significant domestic and international experience in growing business at MasterCard and her service as a director for other publicly traded companies all make Ms. Marshall well qualified to be a member of Regions’ Board.

 

 

 

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Susan W. Matlock Independent Director Since:  2004 Age:  67		Regions Committees:   •   Compensation Committee •   Risk Committee   Ms. Matlock served on the board of directors of the former Regions Financial Corporation from 2002 to 2004. She will retire March 31, 2014, as the President and Chief Executive Officer of Innovation Depot, Inc., an emerging business incubation center in Birmingham, Alabama. Innovation Depot, Inc. is a business incubation program that assists in the development of emerging biotechnology/life sciences, information technology and service businesses.   Skills and Qualifications:   Ms. Matlock served for nine years on the board of managers of Ascension Health Ventures, a fund that invests in innovative healthcare businesses. She currently serves on the board of directors of Blue Cross/Blue Shield of Alabama where she is a member of the Compensation Committee. In addition, Ms. Matlock serves on the boards of, and is active in, various civic, educational and leadership organizations. She was also past Chair of the National Business Incubation Association and founding Chair of the Alabama Business Incubation Network.   Ms. Matlock began her career as a banker, lending to small businesses and consumers. She has been recognized by the U.S. Small Business Administration as the Financial Services Advocate of the Year for the State of Alabama. She was named as one of the “Top 25 Most Influential People in the Southeast Technology Community” by TechJournal South in 2007. Ms. Matlock earned a Masters in Public Administration degree from the University of Alabama at Birmingham and completed an Executive in Residence Program at Harvard Business School. Ms. Matlock’s expertise in technology and healthcare entrepreneurship and innovation, combined with her other experience, make her well qualified to be a member of Regions’ Board.

 

 

 

John E. Maupin, Jr. Independent Director Since: 2007 Age: 67		Regions Committees:   •   Audit Committee •   Nominating and Corporate Governance Committee   Public Directorships:   •   LifePoint Hospitals, Inc. •   VALIC Company I and II •   HealthSouth Corporation   Dr. Maupin has served as the President of Morehouse School of Medicine since 2006. His retirement from Morehouse effective June 30, 2014, has been announced. He also serves as Chair of Regions Community Development Corporation, our non-profit corporation dedicated to providing technical assistance for affordable housing, small business, and community development initiatives.   Skills and Qualifications:   Dr. Maupin retired from the U.S. Army Reserves Dental Corps in 1997 with over 28 years of service with the rank of lieutenant colonel. Dr. Maupin has more than 30 years of experience in health-care administration, public health and academic medicine. Prior to becoming the President of Morehouse School of Medicine in 2006, he was the President of Meharry Medical College. His career includes over 16 years serving as a Chief Executive Officer and five years as a Chief Operating Officer. Dr. Maupin is a former director of Pinnacle Financial Partners, Inc., a bank holding company, and Monarch Dental Corporation, a dental care management company. He is past president of the National Dental Association and has participated as a member of numerous state and national healthcare task forces, scientific panels and advisory councils. Dr. Maupin is actively engaged in community service and has received numerous honors and awards.   At HealthSouth Corporation, Dr. Maupin serves as Chair of the Nominating/Corporate Governance Committee and as a member of the Compliance and Quality of Care Committee. At Life Point Hospitals, Inc., he serves on the Audit and Compliance Committee, Compensation Committee, Quality Committee and as Chair of the Corporate Governance and Nominating Committee. At VALIC Company I and II, Dr. Maupin serves on the Audit Committee and Governance Committee. Dr. Maupin attended San Jose State College and received his Doctor of Dental Surgery degree from the School of Dentistry, Meharry Medical College, and a Master of Business Administration degree from Loyola College. Dr. Maupin’s extensive managerial responsibilities and insight gained from his broad range of experience make him well qualified to be a member of Regions’ Board.

 

 

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

 

Lee J. Styslinger III Independent Director Since: 2004 Age: 53		Regions Committees:   •    Audit Committee •    Compensation Committee   Public Directorships:   •    Vulcan Materials Company   Mr. Styslinger served on the board of directors of the former Regions Financial Corporation from 2003 to 2004. He currently serves as the Chairman and Chief Executive Officer of the privately held Altec, Inc., a leading equipment and service provider for the electric utility, telecommunications and contractor markets. Altec provides products and services in over 100 countries.   Skills and Qualifications:   Mr. Styslinger actively serves on the boards of many educational, civic and leadership organizations, including Harvard Business School, National Association of Manufacturers and Northwestern University College of Arts and Sciences. He was appointed to the President’s Export Council advising the President of the United States on international trade policy from 2006-2008.   At Vulcan Materials Company, he serves on the Compensation Committee and the Finance Committee. Mr. Styslinger serves on Regions’ Audit Committee and has been determined to be an audit committee financial expert. Mr. Styslinger received his Bachelor of Arts degree from Northwestern University and earned a Master of Business Administration degree from Harvard University. As Chairman and Chief Executive Officer of Altec, Inc., Mr. Styslinger brings a wealth of management and business experience running a large company in today’s global market. All of these qualifications make him well qualified to be a member of Regions’ Board.

 

 

How much stock are Directors expected to own?

 

The Board believes that Directors should have a financial stake in Regions so that their interests are aligned with those of the stockholders, and therefore, will more effectively represent Regions’ stockholders. Under Regions’ current Director Stock Ownership Guidelines, non-management Directors are expected to own shares of Regions’ common stock with a value equal to or in excess of four times the value of the cash portion of the annual retainer paid to Directors.

Until such time as the minimum level of stock ownership is achieved, any Director shall be required to retain 50% of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the NCG Committee upon showing a hardship or other special circumstances. The following are taken into consideration in determining share ownership:

 

•

Shares purchased on the open market;

 

•

Shares obtained through option exercises;

 

•

Share equivalents held under any Directors’ deferred stock plan;

 

•

Restricted shares awarded; and

 

•

Shares obtained through any other sources.

Each Director currently meets the Director Stock Ownership Guidelines.

As of February 21, 2013, future pledges of Company equity securities are prohibited. Directors who currently have pledged Company equity securities as collateral for a loan must reduce their pledged equity securities over time so as to eliminate all pledged Company equity securities by the 2016 annual meeting of stockholders. Regions equity securities pledged are not counted in determining compliance with the Director Stock Ownership Guidelines.

 

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How are Directors compensated?

 

The Compensation Committee, along with the NCG Committee, review the compensation of the non-management Directors periodically and recommend changes to the Board. The following table describes the components of the Director compensation program for 2013.

 

Compensation Element		Director Compensation Program
Annual Cash Retainer		$55,000, which may be deferred, at the Director’s option
Annual Equity Retainer		$90,000 in restricted stock granted three business days following the annual stockholder meeting that vests at the next annual stockholder meeting
Board and Committee Meeting Fees		$1,500 per meeting
Additional Annual Fee for Non-Executive Chairman (1)		$200,000
Additional Annual Fee for Lead Independent Director		$50,000
Additional Annual Fee for Committee Chairs		$20,000 — Audit Committee $20,000 — Compensation Committee $15,000 — NCG Committee (1) $15,000 — Risk Committee $10,000 — Special Committees, as applicable
Additional Annual Fee for Special Committee Members, as applicable		$10,000

(1)	Mr. Deavenport retired as Non-Executive Chairman of the Board and as Chair of the NCG Committee on the eve of the 2013 annual meeting of stockholders and therefore, his annual fees were prorated.

 

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

The following table contains information about the compensation paid to the non-employee Directors who served during 2013.

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($) (1)				All Other Compensation ($)				Total ($)
Samuel W. Bartholomew, Jr.			35,500				—				—				35,500
George W. Bryan			103,250				90,000				—				193,250
Carolyn H. Byrd			145,250				90,000				—				235,250
David J. Cooper, Sr.			95,750				90,000				—				185,750
Earnest W. Deavenport, Jr.			154,500				—				—				154,500
Don DeFosset			103,250				90,000				—				193,250
Eric C. Fast			108,250				90,000				—				198,250
John D. Johns			91,250				90,000				—				181,250
Charles D. McCrary			161,000				90,000				—				251,000
James R. Malone			121,750				90,000				—				211,750
Ruth Ann Marshall			98,750				90,000				—				188,750
Susan W. Matlock			95,750				90,000				—				185,750
John E. Maupin, Jr.			98,750				90,000				—				188,750
John R. Roberts			124,250				90,000				—				214,250
Lee J. Styslinger III			98,750				90,000				—				188,750

 

(1)

The amounts presented in this column represent the grant date fair values of the 2013 restricted stock award made to all non-employee Directors in service on May 21, 2013. The grant date fair value of the restricted stock granted May 21, 2013 was $9.16 per share, for a total grant date fair value of $90,000. The shares awarded on May 21, 2013 are scheduled to vest in one lump sum on the date of the 2014 annual meeting of stockholders.

The following table sets forth those non-employee Directors who served during 2013 and who had stock options or restricted stock outstanding as of December 31, 2013, and the number outstanding as of that date:

 

Name		Outstanding Stock Options (#)				Outstanding Restricted Stock (#)
Samuel W. Bartholomew, Jr.			23,285				—
George W. Bryan			14,000				9,825
Carolyn H. Byrd			—				9,825
David J. Cooper, Sr.			21,177				9,825
Earnest W. Deavenport, Jr.			33,935				—
Don DeFosset			21,177				9,825
Eric C. Fast			—				9,825
John D. Johns			—				9,825
Charles D. McCrary			33,935				9,825
James R. Malone			33,935				9,825
Ruth Ann Marshall			—				9,825
Susan W. Matlock			14,000				9,825
John E. Maupin, Jr.			14,000				9,825
John R. Roberts			14,000				9,825
Lee J. Styslinger III			14,000				9,825

 

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CORPORATE GOVERNANCE

 

 

 

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Our Board Leadership Structure

 

 

 

 

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Director Independence

 

 

 

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Family Relationships

 

No immediate family relationship exists between any of our Directors or Executive Officers and any of our other Directors or Executive Officers.

Transactions with Directors

 

This chart reflects transactions, as applicable, between Regions and (i) our outside Directors or their immediate family members; (ii) a company or charitable organization of which the Director or the Director’s immediate family member is, or was during 2013, a partner, officer, employee, or (iii) in which the Director or the Director’s immediate family member holds a significant ownership position. All of these transactions were considered by our Board in making the determination with respect to independence.

 

“Ordinary Course” Customer Relationship (1)

Loan or extension of credit (2)

Charitable contributions (3)

Nonmaterial Relationships (4)

Family Relationships (5)

George W. Bryan

—

—

—

None

None

Carolyn H. Byrd

None

None

—

—

None

David J. Cooper, Sr.

—

—

—

—

None

Don DeFosset

None

None

—

None

None

Eric C. Fast

None

None

None

None

None

John D. Johns

—

—

—

—

None

Charles D. McCrary

—

—

—

—

None

James R. Malone

—

—

—

None

None

Ruth Ann Marshall

—

None

None

None

None

Susan W. Matlock

—

—

—

None

None

John E. Maupin, Jr.

—

—

—

—

None

John R. Roberts

—

—

None

None

None

Lee J. Styslinger III

—

—

—

None

None

(1)	“Ordinary Course” customer relationships are transactions or relationships that Regions would enter into on the same terms and conditions with any similarly situated customer.

 

(2)

A loan or extension of credit that was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated persons, and involve no more than the normal risk of collectability and present no other unfavorable features.

 

(3)	Directors serve solely as a member of the board of directors of a charitable organization to which Regions or its subsidiaries made charitable contributions of less than the greater of $1,000,000 or 2% of such organization’s consolidated gross revenues.

 

(4)

Nonmaterial relationships include Director Byrd’s service as a Director of Freddie Mac, arms-length business relationships with Protective Life Corporation, Director Maupin’s service as Chairman of Regions’ non-profit corporation, Regions Community Development Corporation, and outside Directors’ service on a board of directors where a Regions Director serves or recently served as President and Chief Executive Officer and/or where C. Dowd Ritter, the father of Regions Executive Officer, William D. Ritter, serves on the board of directors.

 

(5)	No immediate family relationship exists between any of our Directors or Executive Officers and any of our other Directors or Executive Officers.

 

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Other Business Relationships and Transactions

 

 

 

Policies Relating to Transactions with Related Persons and Code of Conduct

 

 

 

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Director Attendance

 

 

 

Director Attendance at the Annual Meeting

 

 

 

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Meetings of Independent Directors

 

 

 

Communications Between Stockholders and Other Interested Parties and the Board of Directors

 

 

 

Board’s Role in the Risk Management Process

 

 

 

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Compensation Committee Interlocks and Insider Participation

 

Directors who served on Regions’ Compensation Committee at any time during 2013 were:

 

		James R. Malone, Chairman		John D. Johns
		David J. Cooper, Sr.		Ruth Ann Marshall
		Don DeFosset		Susan W. Matlock
		Eric C. Fast		Lee J. Styslinger III

During 2013, there were no relationships that would create a Compensation Committee interlock as defined under applicable SEC regulations.

Relationship of Compensation Policies and Practices to Risk Management

 

 

 

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Compensation Consultant Disclosure

 

 

 

Committees of the Board of Directors

 

 

 

Board and Committee Meetings in 2013

 

 

 

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Committee Composition

 

The table below indicates the current members and Chairs of each standing Board committee. Each Director serving on one of Regions’ standing four Board committees has been determined to be independent. Also identified are the Directors who have been determined by our Board to be an audit committee financial expert, as defined under SEC regulations.

Cross committee membership is a consideration when the NCG Committee recommends committee member assignments to the Board. For example, the Chairs of the Audit and Risk Committees each serve on the other’s committee. In addition, the Chair of the Compensation Committee serves on the Risk Committee, as well as attends the majority of the Audit Committee meetings. The Chair of the NCG Committee, who also serves as the Lead Independent Director, attends the majority of all other committee meetings as well. All other Directors serve on at least two committees, providing further opportunities for cross committee membership.

 

Audit Committee

Compensation Committee

NCG Committee

Risk Committee

George W. Bryan

—

C

Carolyn H. Byrd

C

—

David J. Cooper, Sr.

—

—

Don DeFosset

—

—

Eric C. Fast

—

—

John D. Johns

—

—

James R. Malone

C

—

Ruth Ann Marshall

—

—

Susan W. Matlock

—

—

John E. Maupin, Jr.

—

—

Charles D. McCrary *

C

John R. Roberts

—

—

Lee J. Styslinger III

—

—

—

Member

 

C

Chair

 

Audit Committee Financial Expert

 

*	Lead Independent Director

 

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PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

What am I voting on?

 

You are voting on a proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year 2014.

The Audit Committee has selected Ernst & Young LLP as Regions’ independent registered public accounting firm for the 2014 fiscal year. The Board recommends that the stockholders ratify the selection of Ernst & Young LLP. In the event the selection is not ratified by our stockholders, it is anticipated that no change in auditors would be made for the current year because of the difficulty and expense of making any change during the current year. However, the vote results would be considered in connection with the engagement of independent auditors for 2015.

What vote is required to approve this proposal?

 

Approval of this proposal requires the affirmative “FOR” vote of a majority of the votes cast for or against the proposal. Abstentions and broker non-votes have no effect on the vote results.

What does the Board recommend?

 

The Board unanimously recommends that you vote “FOR” this proposal.

What services are provided by Ernst & Young LLP?

 

Ernst & Young LLP has been engaged to provide auditing services and also to provide tax services. The Audit Committee considered and determined that the engagement by Regions of Ernst & Young LLP for those services other than auditing services does not impair Ernst & Young LLP’s independence.

How much was Ernst & Young LLP paid for 2013 and 2012?

 

The aggregate fees paid to Ernst & Young LLP by Regions for 2013 and 2012 are set forth in the following table:

 

		2013				2012
Audit fees (1)		$	5,780,074			$	6,105,752
Audit related fees (2)			744,900				1,237,409
Tax fees (3)			372,016				597,968
All other fees (4)			319,065				476,569
Total fees		$	7,216,055			$	8,417,698

(1)

Audit fees include fees associated with the annual audit of Regions’ consolidated financial statements and internal control over financial reporting, reviews of Regions’ quarterly reports on Form 10-Q, SEC regulatory filings, statutory audits, and financial audits of subsidiaries.

 

(2)

Audit related fees include fees associated with audits of employee benefit plans and certain non-registered funds, as well as service organizations controls reports.

 

(3)

Tax fees include fees associated with tax compliance services, tax advice, and tax planning.

 

(4)

All other fees include fees associated with advisory services related to regulatory reporting. No financial information systems implementation and design services were rendered by Ernst & Young LLP during 2013 or 2012.

In accordance with the Audit Committee Charter, the Audit Committee must pre-approve any engagement of Ernst & Young LLP for audit or non-audit services. The Audit Committee has delegated to its Chair the authority to pre-approve permissible non-audit services. Any such approval of non-audit services pursuant to this delegation of the full Audit Committee’s authority must be presented to the Audit Committee at its next regular meeting.

 

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PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Will a representative of Ernst & Young LLP be present at the meeting?

 

Ernst & Young LLP served as Regions’ independent auditors for the year ended December 31, 2013, and a representative of the firm will be present at the annual meeting to make a statement if he or she so desires and to respond to appropriate questions from stockholders.

How long has Ernst & Young LLP been Regions’ independent auditor?

 

Ernst & Young LLP (or its predecessors) has served as Regions’ independent auditors since 1971.

A new lead audit partner is designated at least every five years to provide a fresh perspective. Consistent with this practice, a new lead audit partner was designated for 2013.

In determining whether to reappoint the independent auditor, the Audit Committee considers the independent auditor’s qualifications, its independence and the length of time the firm has been engaged, in addition to considering the quality of the work performed by the independent auditor and an assessment of the past performance of both the lead audit partner and Ernst & Young LLP.

 

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AUDIT COMMITTEE REPORT

 

AUDIT COMMITTEE REPORT

 

 

Submitted by the Audit Committee:

Carolyn H. Byrd, Chair

George W. Bryan

Don DeFosset

John E. Maupin, Jr.

John R. Roberts

Lee J. Styslinger III

 

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PROPOSAL 3 — NONBINDING STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION

 

PROPOSAL 3 — NONBINDING STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION

What am I voting on?

 

The Board is providing stockholders with the opportunity to cast an advisory vote on the Company’s executive compensation at the 2014 annual meeting as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and Section 14A of the Exchange Act.

At the Company’s 2012 annual meeting, stockholders were asked to recommend how often they should be given the opportunity to cast this advisory vote. The stockholders overwhelmingly voted for an annual advisory vote on executive compensation and the Board affirmed its recommendation and has currently elected to hold future Say on Pay advisory votes on an annual basis.

This proposal gives you as a stockholder the opportunity to vote for or against the following resolution:

“RESOLVED, that the stockholders of Regions Financial Corporation (the ‘Company’) approve the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion contained in the Company’s 2014 Proxy Statement.”

Because your vote is advisory, it will not be binding upon the Board and may not be construed as overruling any decision by the Board. However, the Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements.

Stockholders are encouraged to carefully review the “Compensation Discussion and Analysis” and “Compensation of Executive Officers” sections of this proxy statement for a detailed discussion of the Company’s executive compensation program.

Our overall executive compensation policies and procedures are described in the Compensation Discussion and Analysis and the tabular disclosure regarding NEO compensation (together with the accompanying narrative disclosure) in this proxy statement. Our compensation policies and procedures are centered on a pay for performance culture and are strongly aligned with the long-term interests of our stockholders, as described in the Compensation Discussion and Analysis.

The Compensation Committee, which is comprised entirely of independent Directors, in consultation with Cook & Co, oversees our executive compensation program and continually monitors the Company’s policies to ensure they continue to emphasize programs that reward executives for results that are consistent with stockholder interests.

The Board and Compensation Committee believe that Regions’ commitment to these responsible compensation practices justifies a vote by stockholders FOR the resolution approving the compensation of our Named Executive Officers (“NEOs”) as disclosed in this proxy statement.

What vote is required to approve this proposal?

 

Approval of this proposal requires the affirmative “FOR” vote of a majority of the votes cast for or against the proposal. Abstentions and broker non-votes have no effect on the vote results.

What does the Board recommend?

 

The Board unanimously recommends that you vote “FOR” the advisory approval of the compensation of the Company’s NEOs.

What is the effect of this resolution?

 

Because your vote is advisory, it will not be binding upon the Compensation Committee and the Board. However, the Compensation Committee and the Board will take the outcome of the vote into account when considering future executive compensation arrangements.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

COMPENSATION DISCUSSION AND ANALYSIS

How Pay is Tied to Company Performance

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Summary of our Pay for Performance Decisions for 2013

 

As discussed in more detail on page 55, the Committee made modest changes to the target compensation levels and structure for our NEOs, limiting those changes to increases of 4% or less. The increase in target compensation for our CEO was made in the form of an increase to his long-term incentive opportunity while changes for other NEOs were to base salary. In addition, after taking into account both corporate as well as individual performance, the annual incentive payment for our CEO for 2013 was earned at 131% of target while the incentives for other NEOs ranged from 128% to 131% of target.

 

 

1	See Reconciliation in Appendix A.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

The following illustrates a high level review of the compensation program in place for 2013:

 

In summary, we believe Regions is a much stronger organization at the end of 2013 as a result of strong leadership and a clear path to building sustainable performance, and our compensation programs and decisions were designed and in fact operate to support our commitment to creating long-term growth and building stockholder value through disciplined execution of our strategic priorities and business plans.

Compensation Philosophy and Objectives

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

The following tables set forth some of the practices we have adopted that we believe are consistent with our compensation principles and some practices we do not engage in because they may be inconsistent with the goals of our compensation program.

What We Do

 

ü		Pay for Performance (pgs 55-60)		The majority of executive pay is not guaranteed. For example, over 85% of our CEO’s target compensation is performance-based with 74% of that pay subject to deferral with performance-based vesting hurdles.
ü		Evaluate Performance using a Combination of Balanced Performance Metrics (pgs 56-57)		We evaluate corporate performance in our annual incentive plans using a number of diverse performance metrics. Using a variety of metrics helps ensure that no one measure can inappropriately impact the level of compensation we pay. We evaluate our performance compared to internal expectations, budgets and plans, but also balance that evaluation with the results of our performance on a relative basis as compared to other financial institutions. Plans also include a degree of discretion allowing for the exercise of sound business judgment by the Committee when assessing performance and corresponding pay decisions.
ü		Mitigate Undue Risk in Compensation Programs (pgs 62-64)		Protecting against undue risk is a central pillar of our compensation philosophy and is demonstrated in numerous ways, including our balanced design, the use of multiple and competing performance measures, the adoption of a clawback and other risk-related policies, as well as robust governance and oversight processes to identify and manage risk. We do not believe that any of our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company, as validated through our robust risk assessment of incentive-based compensation plans.
ü		Require Strong Stock Ownership and Retention of Equity (pgs 64-65)		Our stock ownership guidelines are strong, and each of our NEOs is complying with our guidelines and either meets the ownership requirement or has a strong ownership stake in the Company and is in compliance with the required retention provisions of our guidelines.
ü		Provide for a Strong Clawback Policy (pg 63)		In the event previously paid compensation is determined to be based on materially inaccurate performance metrics, or it is determined an executive has engaged in excessively risky or other detrimental conduct, the Committee has wide latitude to cancel or otherwise reduce any current or future compensation as well as potentially recapture compensation that has already been paid if determined to be in the best interests of the Company and our stockholders.
ü		Ensure Perquisites are Reasonable (pg 61)		The Committee has eliminated most perquisites and those we continue to provide are monitored to ensure they continue to be based on sound business rationale.
ü		Require Double Trigger Change-in-Control Provisions		Our change-in-control agreements as well as our long-term incentive awards require both a change-in-control and termination of employment to trigger vesting and/or payment.
ü		Utilize an Independent Compensation Consultant (pgs 62-63)		Our compensation consultant has been determined to be independent under the SEC and NYSE guidelines.
ü		Listen to and Engage with Our Stockholders		We include an annual advisory Say on Pay vote as recommended by stockholders and actively consider any stockholder feedback we receive. In 2013, stockholders voiced substantial support for our executive compensation plans and programs, with more than 95% of votes cast to approve plans and programs.
What We Don’t Do
X		No Tax Gross-Ups on Perquisites		We do not provide tax gross-ups to our NEOs for any taxable perquisites provided to them. In addition since 2011, we have not entered into any new agreements that permit excise tax gross-ups on change-in-control.
X		No Repricing of Underwater Options		We do not reprice stock options that are out-of-the-money.
X		No Hedging, Pledging or Short Sales		We do not permit our associates or Directors to hedge Regions securities or sell them short.
X		No Dividends or Dividend Equivalents on Unearned Grants		We do not pay dividends or dividend equivalents on shares or units that are not earned. We issue dividend/dividend equivalent payments at the end of the performance period only on shares and units that ultimately vest.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

2013 Compensation Decisions — What We Paid and Why

 

The Committee has designed a balanced compensation program that provides competitive fixed base compensation as well as incentive compensation opportunities for performance over the short- and long-term. The incentive program rewards achievement against measurable goals and qualitative objectives compared to expectations for our own performance and also on a relative basis as measured against the performance of other financial institutions. In making our decisions each year, we consider market competitive pay and practices in establishing our target pay levels, and we make use of formulaic determinations as well as discretionary decisions in determining the actual compensation paid for the year.

Establishment of Compensation Targets. The first step in our process each year is the determination of compensation targets for our Executive Officers. With the assistance of its independent compensation consultant, the Committee regularly reviews compensation targets against those of the Company’s compensation peer group as well as the financial services industry in general. In making its determinations, the Committee evaluates both the total direct compensation of executives as well as each component of pay.

At the beginning of 2013, the Committee considered each aspect of fixed and target compensation for each of our NEOs and made minimal changes to the compensation structure as highlighted in the following table:

 

Name

Base Salary

Annual Incentive Opportunity as a Percentage of Pay

Long-Term Incentive Target

O. B. Grayson Hall, Jr.

No Change

No Change

Increased by $

200,000 to $4,500,000

David J. Turner, Jr.

3.90% Increase

No Change

No Change

John B. Owen

4.17% Increase

No Change

No Change

David B. Edmonds

3.97% Increase

No Change

No Change

Fournier J. Gale, III

4.85% Increase

No Change

No Change

The resulting level of 2013 compensation targets are summarized below:

 

Name		Annualized Base Salary				Annual Incentive Target as a Percentage of Base Pay				Long-Term Incentive Target				Total Target Compensation
O. B. Grayson Hall, Jr.		$	975,000			150% of Base Pay - $	1,462,500			$	4,500,000			$	6,937,500
David J. Turner, Jr.		$	613,000			110% of Base Pay - $	674,300			$	1,000,000			$	2,287,000
John B. Owen		$	625,000			110% of Base Pay - $	687,500			$	1,000,000			$	2,312,500
David B. Edmonds		$	603,000			100% of Base Pay - $	603,000			$	750,000			$	1,956,000
Fournier J. Gale, III		$	540,000			100% of Base Pay - $	540,000			$	750,000			$	1,830,000

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

The following table outlines the performance metrics and goals as well as the results achieved according to the Committee’s determination for the 80% of the annual cash incentive calculation that reflects corporate performance:

 

Performance Metrics and Weightings								Absolute Performance Scores																						Relative Performance Scores
								Weighted 75% (Customer Service - 100%)																						Weighted 25% (Customer Service -0%)
		Performance Metric		Sub - Metric Weight				2013 Goal Achievements												2013 Performance Achieved										2013 Performance Achieved
								Threshold				Target				Superior				Attainment				% of Goal						S&P                 Banks				% of Goal
50%		Profitability Metrics (1)
		Return on Average Assets (2)			25%				0.72%				0.85%				1.11%				1.00%				158.8%						8/15
		Return on Average Tangible Common Equity (2)			25%				8.58%				10.09%				13.12%				11.71%				153.5%						8/15
		PPI/Risk Weighted Assets (2)			16.67%				1.79%				1.95%				2.27%				1.85%				68.4%			}126.3%			8/15			}100.0%
		Net Income ($ millions) (2)			16.67%				$    880.5				$    1,035.9				$    1,346.7				$    1,181				146.7%
		Efficiency Ratio (3)			16.67%				66.3%				64.5%				60.9%				65.4%				74.4%						9/15
25%		Credit Metrics
		Criticized Loans/Loans (4)			37.50%				7.48%				5.47%				3.83%				5.21%				115.8%						8/15
		Net Charge Offs/Average Loans (2)			25%				1.30%				1.13%				0.79%				0.75%				200.0%			}135.8%			15/15			}47.6%
		NPA’s/Loans + OREO + NPLs Held For Sale (5)			37.50%				2.59%				1.81%				1.27%				1.74%				112.9%						11/15
25%		Customer Service Metrics
		Gallup KDS Score (50% Score)							62nd Percentile				75th Percentile				100th Percentile				89.6th Percentile							}162.6%			N/A
		Gallup Loyalty Score (50% Weight)							62nd Percentile				75th Percentile				100th Percentile				91.7th Percentile										N/A

Absolute Performance (Performance vs. Plan)

Relative Performance (Performance vs. Peers)

Total Calculated Performance

Metric

Metric Weighting

Results

Weighting

Results

Weighting

Absolute         Performance         Results

Relative         Performance         Results

(W)

(APR)

(APW)

(RPR)

(RPW)

(W)x(APR)x(APW)

(W)x(RPR)x(RPW)

Profitability

50%

126.3%

75%

100.0%

25%

47%

13%

Credit

25%

135.8%

75%

47.6%

25%

25%

3%

Customer Service

25%

162.6%

100%

—

—

41%

—

Sum of Results

129%

Potential Negative Modifiers

Goal

Result

Negative modifier indicated?

Primary Liquidity Risk Factor

Low Risk or Better

Low Risk

No

Capital Action Status

Monitoring or Deploy

Deploy

No

(1)	From continuing operations on an adjusted basis. For Non-GAAP measures see the reconciliation in Appendix A unless otherwise indicated.

 

(2)	Non-GAAP measure - see reconciliation in Appendix A.

 

(3)	Non-GAAP measure - see reconciliation in Regions’ Annual Report on Form 10-K for the year ended December 31, 2013 on page 44.

 

(4)	See reconciliation in Appendix A.

 

(5)	See Regions’ Annual Report on Form 10-K for the year ended December 31, 2013 on page 71 for detail.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

With respect to other NEOs, the Committee conferred with the CEO regarding his assessment of performance and determined that the individual level of achievement for each was as follows:

 

Name		Individual Performance Rating		Comments
David J. Turner, Jr.		130%		•       Led the finance division of the Company throughout difficult economic conditions and focused on adjusted non-interest expenses2 reducing them below 2012 levels.   •       Enhanced the capital planning process and improved regulatory and investor confidence.   •       Successfully executed stock repurchases maintaining an average price at appropriate levels.   •       Successfully executed numerous liability management strategies.
John B. Owen		130%		•       Led the business group teams in the growth of average low cost deposits by $2.4 billion in 2013 while reducing deposit cost to 12 basis points in the fourth quarter.   •       Led the business group teams to successfully grow loan balances for the first year since 2008.   •       Together with the Chief Risk Officer, launched the Risk Ownership and Awareness initiative to drive effective risk management decisions throughout the organization.   •       Successfully led the organization in the achievement of multiple Customer Service and Satisfaction awards and recognitions.
David B. Edmonds		125%		•    Successfully led the establishment and rollout of the strategic plan for Regions360, our unique approach to building a strong relationship banking culture.   •       Led the organizational efforts in year two of our initiative to improve employee engagement utilizing Gallup tools and internal plans and programs for improvement in engagement.   •       Created and rolled out a Six-Sigma team and a training program to raise the level of our effectiveness in the implementation of strategic initiatives throughout the organization.
Fournier J. Gale, III		140%		•       Led the internal legal team in reducing outside legal fees by approximately 12% year over year.   •       Led substantial progress in reduction of the litigation case load by more than 32%.   •       Increased the breadth and depth of internal legal talent adding staff with over 115 years of legal experience.   •       Implemented numerous best practices for corporate governance in working with the Board as well as Federal and State regulatory bodies.

In connection with all of the decisions discussed above, the following cash bonuses for our CEO and each of our other NEOs were certified by the Committee and paid in early 2014:

 

Name		2013 Target Incentive				Total Incentive Received
O. B. Grayson Hall, Jr.		$	1,462,500			$	1,918,800
David J. Turner, Jr.		$	667,975			$	863,024
John B. Owen		$	680,625			$	879,368
David B. Edmonds		$	597,250			$	765,675
Fournier J. Gale, III		$	533,750			$	700,280

 

 

2	Non-GAAP measure. See Regions Annual Report on Form 10-K for the year ended December 31, 2013 at page 44 for a GAAP to Non-GAAP reconciliation.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Name		Total Target LTIP Economic Value				Value of PSUs				Value of Performance-Based Cash				Value of Time-vested RSUs
O. B. Grayson Hall, Jr.		$	4,500,000			$	1,500,000			$	1,500,000			$	1,500,000
David J. Turner, Jr.		$	1,000,000			$	333,334			$	333,333			$	333,333
John B. Owen		$	1,000,000			$	333,334			$	333,333			$	333,333
David B. Edmonds		$	750,000			$	250,000			$	250,000			$	250,000
Fournier J. Gale, III		$	750,000			$	250,000			$	250,000			$	250,000

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

The following chart sets forth the matrices used for measuring performance and the ultimate payout level of the PSUs and performance-based cash awards granted in 2013:

 

Earnings Per Share Growth Metric — 50% Weight																				Return on Average Tangible Common Equity Metric — 50% Weight
				Payout Opportunity for EPS Goal																				Payout Opportunity for ROATCE Goal
Relative EPS Growth (percentile)		Top 3rd of Peer Group		75%			100%				125%				150%					Relative ROATCE Growth (percentile)		Top 3rd of Peer Group			75%				100%				125%				150%
		Middle 3rd of  Peer Group		50%			75%				100%				125%							Middle 3rd of  Peer Group			50%				75%				100%				125%
		Bottom 3rd of  Peer Group		0 - 25%*			50%				75%				100%							Bottom 3rd of  Peer Group			0 - 25%*				50%				75%				100%
				Below Target  minus 2%			Target minus 2% to Target				Regions’ Target Range				Above Target Range										Below Target minus 1%				Target minus 1% to Target				Regions’ Target Range				Above Target Range
				Regions’ Absolute EPS Growth (3 year cumulative compounded growth rate)																					Regions’ Absolute ROATCE (3 year average)

*	Award will be zero in the event a minimum level of net income is not earned over the performance period.

 

 

Other Benefits and Perquisites

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Framework, Policies, Processes and Risk Considerations

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Other Policies and Practices Impacting Compensation Decisions

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

The equity stake of our NEOs and Directors is reflected in the beneficial ownership information contained in this proxy statement on pages 16 and 17. The table below summarizes the stock ownership guidelines for our CEO and each of the NEOs (including their compliance with the guidelines):

 

Name		Ownership Requirement				Approximate Stock Value Required to be held				In Compliance with Guideline				Percent of Guideline Owned
O. B. Grayson Hall, Jr.			5 X Base Pay			$	4,875,000				Yes				244%
David J. Turner, Jr.			3 X Base Pay			$	1,839,000				Yes				181%
John B. Owen			3 X Base Pay			$	1,875,000				Yes				176%
David B. Edmonds			3 X Base Pay			$	1,809,000				Yes				246%
Fournier J. Gale, III			3 X Base Pay			$	1,602,000				No*				91%*

*	As a new hire in 2011, Mr. Gale currently does not meet the requirement in full but still maintains a significant equity stake in the Company and is adhering to the strict retention requirements in place with respect to equity received under compensatory plans of the Company.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Change-in-Control, Post-Termination and Other Employment Arrangements

 

 

 

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COMPENSATION COMMITTEE REPORT

 

COMPENSATION COMMITTEE REPORT

Compensation Discussion and Analysis

 

 

 

THE COMPENSATION COMMITTEE

James R. Malone — Chair

David J. Cooper, Sr.

Don DeFosset

Eric C. Fast

Ruth Ann Marshall

Susan W. Matlock

Lee J. Styslinger III

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

COMPENSATION OF EXECUTIVE OFFICERS

The following tables, narratives and footnotes contain compensation information about our Chairman, President and Chief Executive Officer, our Chief Financial Officer and our three other most highly paid executive officers at the end of 2013.

Summary Compensation Table

 

 

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

 

Name & Principal Position (1)		Year				Salary ($)				Bonus ($)				Stock Awards ($) (2)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($) (3)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4)				All Other Compensation ($) (5)				Total ($)
O. B. Grayson Hall, Jr.			2013				975,000				—				2,930,572				—				1,918,800				4,328,165				161,888				10,314,425
Chief Executive Officer			2012				922,917				—				4,726,367				—				1,437,750				4,714,352				95,698				11,897,084
			2011				850,000				—				3,605,000				—				—				1,758,611				167,864				6,381,475
David J. Turner, Jr.			2013				607,250				—				651,240				—				863,024				261,825				85,515				2,468,854
Chief Financial Officer			2012				583,750				—				1,253,688				—				640,705				522,080				53,620				3,053,843
			2011				575,000				—				876,600				—				—				199,605				69,336				1,720,541
John B. Owen			2013				618,750				—				651,240				—				879,368				1,142,999				87,144				3,379,501
Head of Business Groups			2012				581,250				—				1,090,553				—				666,586				787,391				58,888				3,184,668
			2011	(1)			555,000				—				1,044,400				—				—				480,884				69,597				2,149,881
David B. Edmonds			2013				597,250				—				488,434				—				765,675				2,036,173				97,708				3,985,240
Chief Administrative Officer			2012				567,500				—				835,099				—				788,825				1,355,999				52,978				3,600,401
			2011	(1)			550,000				—				935,000				—				—				424,157				70,093				1,979,250
Fournier J. Gale, III			2013				533,750				—				488,434				—				700,280				NA				92,866				1,815,330
General Counsel			2012				508,750				—				600,933				—				515,342				NA				67,826				1,692,851
			2011				416,667				500,000				282,496				468,807				—				NA				29,693				1,697,663

(1)	Mr. Owen and Mr. Edmonds were not NEOs in 2011; however, compensation information is provided for 2011 in accordance with SEC rules.

 

(2)

Amounts in this column reflect the grant date fair value of awards computed in accordance with FASB ASC Topic 718. The value of stock awards made as PSUs is at target and can range from 0% to 150% of target based on performance metrics of absolute and relative EPS growth and ROATCE established at grant. These amounts also include the grant date fair value of time vested RSUs that cliff vest at the end of the three-year vesting period ending June 2016.

 

		2013 Equity Grants (PSUs & RSUs)																Total Stock Awards Value ($)
		PSUs								RSUs
Name		($)				(#)				($)				(#)
O. B. Grayson Hall, Jr.			1,465,286				182,704				1,465,286				182,704				2,930,572
David J. Turner, Jr.			325,620				40,601				325,620				40,601				651,240
John B. Owen			325,620				40,601				325,620				40,601				651,240
David B. Edmonds			244,217				30,451				244,217				30,451				488,434
Fournier J. Gale, III			244,217				30,451				244,217				30,451				488,434

 

(3)	This amount represents annual cash incentives for 2013 performance as approved by the Compensation Committee.

 

(4)

This amount includes benefits under a grandfathered targeted alternative benefit for Mr. Hall and Mr. Owen described on pages 61, 72 and 73. Benefits under the alternative formula are subject to significant vesting requirements (completion of a minimum 10 years of service and attainment of age 60), and therefore, while accrued, part of the change in benefit is not yet vested. Mr. Edmonds is vested in the entire amount shown in the table.

 

(5)	All other compensation consists of the following:

 

Name		Perquisites and Other Personal Benefits ($) (a)				Matching Contributions under Qualified Savings Plans  ($) (b)				Matching Contributions under Nonqualified Savings Plans  ($) (b)				Non-Elective Contributions to Qualified and Nonqualified Savings Plans  ($) (b)				Total All Other Compensation ($)
O. B. Grayson Hall, Jr.			65,378				10,200				86,310				—				161,888
David J. Turner, Jr.			35,597				10,200				39,718				—				85,515
John B. Owen			30,630				10,200				41,214				5,100				87,144
David B. Edmonds			42,265				10,200				45,243				—				97,708
Fournier J. Gale, III			29,920				10,200				31,764				20,982				92,866

(a)

The 2013 amount includes the value of items such as group term life insurance coverage, excess group liability coverage, financial planning services, personal use of the corporate aircraft, an enhanced executive physical, home security, matching charitable gift contributions and Healthmiles Reward. The total value of home security services provided for Mr. Hall in 2013 was $27,099. In addition to the cost of on-going monitoring throughout the year, the amount for 2013 includes one-time costs incurred during the year for the replacement of equipment installed at his home, the value of which was included in Mr. Hall’s taxable income in 2014.

(b)

These amounts include the value of Company contributions to the Regions Financial Corporation 401(k) Plan and the Regions Financial Corporation Supplemental 401(k) Plan as follows: Mr. Hall—$96,510, Mr. Turner—$49,918, Mr. Owen—$56,514, Mr. Edmonds—$55,443, and Mr. Gale—$62,946.

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

2013 Grants of Plan-Based Awards

 

 

 

The following table details all equity and non-equity plan-based awards in the Summary Compensation Table granted to each of the NEOs in 2013.

 

						Estimated Future Payouts Under Non-Equity Incentive Plan Awards														Estimated Future Payouts Under Equity Incentive Plan Awards												All Other Stock Awards: Number of Shares of Stock or Units				All Other Option Awards: Number of Securities Underlying Options				Exercise or Base Price of Option Awards				Grant Date Fair Value of Stock and Option Awards
						(1)														(1)
		Grant				Threshold				Target				Maximum						Threshold				Target				Maximum
Name		Date				($)				($)				($)						(#)				(#)				(#)				(#) (2)				(#)				($/sh)				($)
O. B. Grayson Hall, Jr.			04/01/13				—				1,500,000				2,250,000						—				182,704				274,056				182,704				—				—				2,930,572
David J. Turner, Jr.			04/01/13				—				333,333				500,000						—				40,601				60,902				40,601				—				—				651,240
John B. Owen			04/01/13				—				333,333				500,000						—				40,601				60,902				40,601				—				—				651,240
David B. Edmonds			04/01/13				—				250,000				375,000						—				30,451				45,677				30,451				—				—				488,434
Fournier J. Gale, III			04/01/13				—				250,000				375,000						—				30,451				45,677				30,451				—				—				488,434

(1)

The performance cash awards and performance stock unit awards included in this column have equally weighted performance requirements based on absolute and relative EPS growth and ROATCE. In addition, in the event the achievement of the performance criteria for EPS growth is less than 0% on an absolute basis and is in the bottom one-third of the peer group on a relative basis, the payout will be zero if cumulative net income from continuing operations is less than a number that is approximately one-half of the projection for the three-year performance period. Also, in the event the achievement of the performance criteria for ROATCE is less than 8% on an absolute basis and is in the bottom one-third of the peer group on a relative basis, the payout will be zero if cumulative net income from continuing operations is less than a number that is one-half of the projection for the three-year performance period. The performance period for these awards is January 1, 2013, through December 31, 2015, with a vest date of April 1, 2016.

 

(2)

In addition to service vesting requirements, the RSUs included in this column have performance-vesting requirements based on satisfying the Company’s achievement of the capital and liquidity performance thresholds during each of the periods from January 1, 2013, to December 31, 2013; January 1, 2014, to December 31, 2014; and January 1, 2015, to December 31, 2015. To the extent that (i) the capital performance threshold has not been satisfied for each performance threshold period, 20% of the RSUs awarded will be forfeited, and (ii) the liquidity performance threshold has not been satisfied for each performance threshold period, 20% of the RSUs awarded will be forfeited. For purposes of this award, the Company’s performance will be measured relative to the following capital and liquidity performance thresholds as certified by the Compensation Committee:

 

(i)

“Capital Performance Threshold”: Capital Action Decision Tree Status as defined in the Capital Policy must remain in either “Monitor Capital” or “Capital Deployment” status; and

 

(ii)

“Liquidity Performance Threshold”: Risk for Primary Liquidity Level must remain at “Moderate” or better as established in the Market & Liquidity Risk Framework document.

 

Notwithstanding the achievement of the Capital and Liquidity Performance Thresholds, in order to be eligible to receive any shares of stock under this award, employment must continue through the third anniversary of the grant date, which is April 1, 2016.

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

Outstanding Equity Awards at December 31, 2013

 

 

 

The following table sets forth outstanding equity-based awards held by each of the NEOs as of December 31, 2013.

 

						Option Awards																						Stock Awards
						(1)																						(2)
Name		Grant Date				Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable (#)				Equity Incentive Plan Awards: # of Securities Underlying Unearned Options (#)				Option Exercise Price ($)				Option Expiration Date						Number of Shares or Units of Stock That Have Not Vested (a) (#)				Market Value of Shares or Units of Stock That Have Not Vested (a) ($)				Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested (b) (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (b) ($)
O. B. Grayson Hall, Jr.			02/04/04				70,649				—				—				30.55				02/04/14						—				—				—				—
			02/08/05				115,065				—				—				32.02				02/08/15						—				—				—				—
			04/03/06				83,966				—				—				34.46				04/03/16						—				—				—				—
			04/24/07				85,715				—				—				35.07				04/23/17						—				—				—				—
			02/28/08				282,019				—				—				21.94				02/27/18						—				—				—				—
			02/24/09				363,278				—				—				3.29				02/23/19						—				—				—				—
			02/23/11				—				—				—				—				—						156,504				1,547,825				—				—
			02/22/12				—				—				—				—				—						241,810				2,391,501				—				—
			06/01/12				—				—				—				—				—						221,878				2,194,373				332,817				3,291,560
			04/01/13				—				—				—				—				—						182,704				1,806,943				182,704				1,806,943
David J. Turner, Jr.			05/02/05				27,590				—				—				33.21				05/02/15						—				—				—				—
			04/03/06				33,810				—				—				34.46				04/03/16						—				—				—				—
			04/24/07				20,000				—				—				35.07				04/23/17						—				—				—				—
			02/28/08				59,822				—				—				21.94				02/27/18						—				—				—				—
			02/23/11				—				—				—				—				—						51,030				504,687				—				—
			02/22/12				—				—				—				—				—						78,845				779,777				—				—
			06/01/12				—				—				—				—				—						51,599				510,314				77,399				765,471
			04/01/13				—				—				—				—				—						40,601				401,544				40,601				401,544
John B. Owen			02/28/08				128,191				—				—				21.94				02/27/18						—				—				—				—
			02/24/09				171,598				—				—				3.29				02/23/19						—				—				—				—
			02/23/11				—				—				—				—				—						56,152				555,343				—				—
			02/22/12				—				—				—				—				—						51,724				511,550				—				—
			06/01/12				—				—				—				—				—						51,599				510,314				77,339				765,471
			04/01/13				—				—				—				—				—						40,601				401,544				40,601				401,544
David B. Edmonds			02/04/04				60,602				—				—				30.55				02/04/14						—				—				—				—
			02/08/05				55,180				—				—				32.02				02/08/15						—				—				—				—
			04/03/06				47,844				—				—				34.46				04/03/16						—				—				—				—
			04/24/07				42,858				—				—				35.07				04/23/17						—				—				—				—
			02/28/08				141,010				—				—				21.94				02/27/18						—				—				—				—
			02/24/09				156,904				—				—				3.29				02/23/19						—				—				—				—
			02/23/11				—				—				—				—				—						52,168				515,942				—				—
			02/22/12				—				—				—				—				—						65,517				647,963				—				—
			06/01/12				—				—				—				—				—						38,699				382,733				58,049				574,100
			04/01/13				—				—				—				—				—						30,451				301,160				30,451				301,160
Fournier J. Gale, III			03/01/11				76,043				38,022				—				7.43				02/28/21						38,021				376,028				—				—
			06/01/12				—				—				—				—				—						38,699				382,733				58,049				574,100
			04/01/13				—				—				—				—				—						30,451				301,160				30,451				301,160

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

(1)	Stock options are granted to vest in equal annual installments on each of the first three anniversaries of the date of grant.

 

(2)	The vesting of unvested restricted stock awards/units is as follows:

 

Grant Date		Vesting Schedule		Restrictions
February 23, 2011		- 3rd anniversary of grant date		(a)   Time vested restricted stock
February 22, 2012		- 3rd anniversary of grant date		(a)   Time vested restricted stock
June 1, 2012		- 3rd anniversary of grant date		(a)   Time vested restricted stock units (b)   Performance vested restricted stock units may be earned between 0% and 200% subject to absolute and relative equally weighted EPS growth and ROATCE for the period January 1, 2012, through December 31, 2014.
April 1, 2013		- 3rd anniversary of grant date		(a)   Time vested restricted stock units subject to capital and liquidity thresholds (b)   Time and Performance vested restricted stock units may be earned between 0% and 150% subject to absolute and relative equally weighted EPS growth and ROATCE for the period January 1, 2013, through December 31, 2015.

Option Exercises and Stock Vested During 2013

 

The Option Exercises and Stock Vested table is excluded due to the fact that no NEO exercised any stock options nor did any stock awards vest for any of the NEOs during 2013.

Pension Benefits

 

 

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

 

								Pension Benefits
Name		Plan Name		Number of Years Credited Service (#) (1)				Present Value of Accumulated Benefit ($) (2)				Payments During Last Fiscal Year ($)
O. B. Grayson Hall, Jr.		Regions Financial Corporation Retirement Plan			30				1,186,638				—
		Regions Financial Corporation Post 2006 SERP			32				18,820,686				—
David J. Turner, Jr.		Regions Financial Corporation Retirement Plan			8				223,336				—
		Regions Financial Corporation Post 2006 SERP			8				1,098,896				—
John B. Owen		Regions Financial Corporation Retirement Plan			NA				NA				NA
		Regions Financial Corporation Post 2006 SERP			6				2,978,479				—
David B. Edmonds		Regions Financial Corporation Retirement Plan			18				846,103				—
		Regions Financial Corporation Post 2006 SERP			18				7,066,248				—
Fournier J. Gale, III		NA			NA				NA				NA
		NA			NA				NA				NA

(1)

The Regions Retirement Plan (a tax-qualified pension plan) caps the number of years of participant service for purposes of benefit accrual under the plan at 30 years. The Regions SERP (a nonqualified plan) caps participant service at 35 years. Mr. Owen does not participate in the qualified pension plan and Mr. Gale does not participate in the qualified or non-qualified pension plans of the Company.

 

(2)

In 2009, future benefit accruals under the Regions Retirement Plan and Regions SERP were suspended for all participants. Even during the suspension, participants continued to earn service toward vesting and eligibility for early retirement benefits. Effective January 1, 2010, benefit accruals were restarted for Regions Retirement Plan and Regions SERP participants.

 

The present value of the accumulated Plan benefits reflects the present value as of December 31, 2013, and was determined using a 5.0% discount rate and the separate static annuitant/nonannuitant mortality tables for males and females issued by the IRS for 2014 funding purposes. The present value of the accumulated Regions SERP benefits reflects the present value as of December 31, 2013, and was determined using a 4.0% discount rate and the 2014 Pension Protection Act lump sum mortality table. For purposes of the present value calculation, no pre-retirement mortality was assumed and the payment date was assumed to be the earliest unreduced retirement date under the plan. The payment age of 62 (life only) was assumed for the Regions Retirement Plan and the payment age was assumed to be age 60 for the Regions SERP for Mr. Hall, Mr. Edmonds and Mr. Owen and age 62 for Mr. Turner.

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

Nonqualified Deferred Compensation

 

 

 

The following table sets forth the NEOs’ contributions, Regions contributions and the aggregate earnings, withdrawals and balances during 2013 under the nonqualified deferred compensation plans maintained by Regions.

 

				Nonqualified Deferred Compensation
Name				Executive Contributions in 2013 ($) (1)				Company Contributions in 2013 ($) (2)				Aggregate Earnings in 2013 ($) (3)				Aggregate Withdrawals / Distributions ($) (4)				Aggregate Balance at December 31, 2013 ($) (5)
O. B. Grayson Hall, Jr.		Supplemental 401(k)			91,635				86,310				291,186				—				2,100,569
		Salary Stock Units			—				—				—				2,512,971				—
																	Total:				2,100,569
David J. Turner, Jr.		Supplemental 401(k)			46,968				39,718				122,195				—				501,949
		Salary Stock Units			—				—				—				563,691				—
																	Total:				501,949
John B. Owen		Supplemental 401(k)			99,284				41,214				95,673				—				564,254
		Salary Stock Units			—				—				—				643,415				—
																	Total:				564,254
David B. Edmonds		Supplemental 401(k)			52,543				45,243				199,523				—				854,187
		Salary Stock Units			—				—				—				367,737				—
																	Total:				854,187
Fournier J. Gale, III		Supplemental 401(k)			39,389				47,646				15,980				—				109,239
		Salary Stock Units			—				—				—				174,076				—
																	Total:				109,239

(1)	This column represents amounts deferred from the applicable NEO’s base salary and annual bonus (if applicable) and are reported in the “Salary” and “Non-Equity Incentive Plan Compensation” (if applicable) columns of the Summary Compensation Table.

 

(2)	This column includes Company contributions under the Regions Financial Corporation Supplemental 401(k) Plan plus a non-elective contribution for Mr. Gale. These amounts are also reflected in the “All Other Compensation” column of the Summary Compensation Table.

 

(3)	This column includes earnings/losses from the Regions Financial Corporation Supplemental 401(k) Plan.

 

(4)	There were no distributions from the Regions Financial Corporation Supplemental 401(k) Plan to any of the NEOs during 2013.

 

Amounts of salary stock in this column represent the final installment distribution of the balance as of December 31, 2013, of the 2011 and 2012 salary stock grants that became payable as of January 1, 2013.

 

(5)

The December 31, 2013, balances do not include true-up Company contributions that were made in early 2014 based on executive deferral elections from 2013 pay. These contributions are included, however, in the column “Company Contributions at December 31, 2013”. The aggregate balance at December 31, 2013, includes the balance in the Regions Financial Corporation Supplemental 401(k) Plan.

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

Potential Payments by Regions Upon Termination or Change-in-Control

 

 

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

The following table quantifies certain amounts that would be payable to NEOs upon various types of separation circumstances and that are described previously. The table also quantifies certain additional payments and benefits not described previously that are payable on certain terminations of employment. The amounts reflected in the table assume a December 31, 2013, termination of employment.

 

Name		Voluntary ($)				Involuntary Without Cause ($)				Early Retirement ($)				For Cause ($)				Involuntary or for Good Reason Following a CIC ($) (8)				Death ($)				Disability ($)
O. B. Grayson Hall, Jr. (1)
Compensation:
Cash Severance			—				—				—				—				8,681,400				—				—
Long Term Incentive
Restricted Stock/Units (2)			3,278,539				3,278,539				3,278,539				—				7,940,641				7,940,641				7,217,864
Performance Stock Units (2)			—				—				—				—				4,001,316				4,001,316				—
Performance Cash			—				—				—				—				2,933,333				2,933,333				—
Perquisites:
Financial Planning (3)			28,610				28,610				28,610				—				28,610				28,610				28,610
Outplacement (4)			—				—				—				—				60,000				—				—
280G Tax Gross-up (5)			—				—				—				—				11,883,770				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—				—				28,536				—				—
Value of additional retirement benefits (7)			—				—				—				—				5,934,426				—				—
Total:			3,307,149				3,307,149				3,307,149				—				41,492,032				14,903,900				7,246,474
David J. Turner, Jr.
Compensation:
Cash Severance			—				—				—				—				2,952,048				—				—
Long Term Incentive
Restricted Stock/Units (2)			—				53,539				—				—				2,196,322				2,196,322				2,035,704
Performance Stock Units (2)			—				—				—				—				911,858				911,858				—
Performance Cash			—				—				—				—				666,666				666,666				—
Perquisites:
Financial Planning (3)			—				28,610				NA				—				28,610				28,610				28,610
Outplacement (4)			—				—				—				—				60,000				—				—
280G Tax Gross-up (5)			—				—				—				—				2,903,909				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—				—				18,900				—				—
Value of additional retirement benefits (7)			—				—				—				—				574,189				—				—
Total:			—				82,149				NA				—				10,312,502				3,803,456				2,064,314
John B. Owen
Compensation:
Cash Severance			—				—				—				—				4,513,104				—				—
Long Term Incentive
Restricted Stock/Units (2)			—				53,539				—				—				1,978,752				1,978,752				1,818,134
Performance Stock Units (2)			—				—				—				—				911,858				911,858				—
Performance Cash			—				—				—				—				666,666				666,666				—
Perquisites:
Financial Planning (3)			—				28,610				NA				—				28,610				28,610				28,610
Outplacement (4)			—				—				—				—				60,000				—				—
280G Tax Gross-up (5)			—				—				—				—				5,943,834				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—				—				28,536				—				—
Value of additional retirement benefits (7)			—				—				—				—				4,625,079				—				—
Total:			—				82,149				NA				—				18,756,439				3,585,886				1,846,744

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

Name		Voluntary ($)				Involuntary Without Cause ($)				Early Retirement ($)				For Cause ($)				Involuntary or for Good Reason Following a CIC ($) (8)				Death ($)				Disability ($)
David B. Edmonds (1)
Compensation:
Cash Severance			—				—				—				—				4,106,025				—				—
Long Term Incentive
Restricted Stock/Units (2)			563,429				563,429				563,429				—				1,847,798				1,847,798				1,727,334
Performance Stock Units (2)			—				—				—				—				683,894				683,894				—
Performance Cash			—				—				—				—				500,000				500,000				—
Perquisites:
Financial Planning (3)			28,610				28,610				28,610				—				28,610				28,610				28,610
Outplacement (4)			—				—				—				—				60,000				—				—
280G Tax Gross-up (5)			—				—				—				—				2,670,896				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—				—				22,044				—				—
Value of additional retirement benefits (7)			—				—				—				—				—				—				—
Total:			592,039				592,039				592,039				—				9,919,267				3,060,302				1,755,944
Fournier J. Gale, III (1)
Compensation:
Cash Severance			—				—				—				—				3,720,840				—				—
Long Term Incentive
Restricted Stock/Units (2)			563,429				563,429				563,429				—				1,059,921				1,059,921				939,457
Performance Stock Units (2)			—				—				—				—				683,894				683,894				—
Performance Cash			—				—				—				—				500,000				500,000				—
Stock Options (2)			—				—				—				—				93,532				93,532				93,532
Perquisites:
Financial Planning (3)			28,610				28,610				28,610				—				28,610				28,610				28,610
Outplacement (4)			—				—				—				—				60,000				—				—
Benefits:
Value of continued welfare benefits (6)			—				—				—				—				22,044				—				—
Value of additional retirement benefits (7)			—				—				—				—				—				—				—
Total:			592,039				592,039				592,039				—				6,168,841				2,365,957				1,061,599

(1)

Mr. Hall and Mr. Edmonds are eligible for early retirement and Mr. Gale is eligible for normal retirement. For purposes of the various termination columns above, with the exception of the “For Cause” column, they were assumed to have taken early/normal retirement and therefore are entitled to receive the benefits shown above.

 

(2)	Based on a fair market value of Regions common stock of $9.89 per share on December 31, 2013.

 

(3)	The service agreement with Regions’ financial planning provider allows for continuation of service for two years following termination due to retirement, death, disability, change-in-control and involuntary without cause.

 

(4)	The change-in-control agreement provides for reasonable outplacement services for up to two years based on a termination date of December 31, 2013.

 

(5)	280G Tax Gross-up represents the amount of the excise tax and related gross-up for excise taxes levied under Section 4999 of the IRC on payment and benefits following a change-in-control (otherwise referred to as “excess parachute payments” under Section 280G of the IRC).

 

(6)	The change-in-control agreement provides for continuation of medical and dental coverage equal to what is provided in accordance with Regions’ employee benefit plans for a period of three years for Mr. Hall, Mr. Owen, Mr. Edmonds and Mr. Gale and for a period of two years for Mr. Turner.

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

 

(7)

Mr. Hall, Mr. Turner, Mr. Owen and Mr. Edmonds participate in the Regions Retirement Plan and the Regions SERP. The change-in-control agreement provides for additional years credit for age and service under the Regions Retirement Plan and the Regions SERP that the executive would have accrued had they remained employed through the second anniversary of the change-in-control. In addition, Mr. Hall and Mr. Owen are each eligible for the alternative target benefit under the Regions SERP which would normally require the executive to reach age 60 and have a minimum of 10 years of service. Under the Regions SERP, in the event of involuntary termination of employment (or termination for good reason) within 24 months following a change-in-control, unvested benefits attributable to the alternative target benefit become fully vested. Because these benefits are already accrued, they are reflected in the Pension Benefits table on page 73 and do not represent additional expense to the Company. The following chart details the value of the benefit attributable to the additional years of age and service as well as the amounts already accrued that will vest upon involuntary termination of employment (or termination with good reason) within 24 months of a change-in-control.

 

Name		Value for Enhanced Years of Age and Service Credit				Value for Vesting in Enhanced Benefit				Total Additional Value
		($)				($)				($)
O. B. Grayson Hall, Jr.			3,556,641				2,377,785				5,934,426
David J. Turner, Jr.			NA				574,189				574,189
John B. Owen			3,135,985				1,489,094				4,625,079
David B. Edmonds			—				—				—
Fournier J. Gale, III			NA				NA				NA

 

(8)	The following chart summarizes the meaning of “cause”, “good reason/without cause” and “change-in-control” under the change-in-control agreements of the NEOs:

 

“cause”		(i) willful and continued failure to substantially perform reasonably assigned duties, (ii) breach of fiduciary duty involving personal profit or commission of a felony or a crime involving fraud or moral turpitude, material breach of the agreement, (iii) engaging in illegal conduct or gross misconduct that materially injures Regions, (iv) failure to materially cooperate with an investigation authorized by the Board, a regulatory body, or a governmental department or agency, or (v) disqualification or bar by any governmental or regulatory authority from carrying out duties and responsibilities, or loss of any required licenses.
“good reason” and “without cause”		(i) an adverse change in responsibilities as in effect immediately before the change-in-control, (ii) a material diminution in the budget over which the executive has control, (iii) a material breach of the compensation provisions of the agreement or (iv) requiring the executive to move his principal place of work by more than 50 miles.
“change-in-control”		(i) an acquisition of twenty percent or more of the combined voting power of Regions voting securities, (ii) a change in a majority of the members of the Board, (iii) the consummation of a merger (unless voting securities of Regions outstanding immediately prior to the merger continued to represent at least fifty-five percent of the combined voting power of the voting securities of the surviving company outstanding immediately after such merger), or (iv) stockholder approval of a complete liquidation or dissolution of Regions.

 

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OTHER MATTERS

 

OTHER MATTERS

Important Notice Regarding Delivery of Security Holder Documents

 

 

 

Cost of Proxy Solicitation

 

 

 

Submission of Stockholder Proposals

 

 

 

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OTHER MATTERS

 

 

Other Business

 

 

 

March 11, 2014

By Order of the Board of Directors

 

Fournier J. Gale, III

Corporate Secretary

 

80       ï  2014 Proxy Statement

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APPENDIX A

 

APPENDIX A

GAAP TO NON-GAAP AND OTHER RECONCILIATIONS

Adjusted Returns on Average Assets and Tangible Common Equity (Non-GAAP)

 

The table below presents a reconciliation of net income from continuing operations available to common shareholders (GAAP) to adjusted income from continuing operations available to common shareholders (non-GAAP). Adjusted income from continuing operations available to common shareholders excludes the items listed in the table below. These selected items are included in financial results presented in accordance with generally accepted accounting principles (GAAP). Regions believes that their exclusion from income from continuing operations available to common shareholders provides a meaningful base for period-to-period comparisons, which management believes will assist stakeholders in analyzing the operating results of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of Regions’ business. It is possible that the activities related to the adjustments may recur; however, management does not consider the activities related to the adjustments to be indications of ongoing operations. Management and the Compensation Committee utilize these non-GAAP financial measures for the evaluation of performance. Regions believes that presenting these non-GAAP financial measures will permit stakeholders to assess the performance of the Company on the same basis as that applied by management and the Board of Directors. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. In particular, a measure of earnings that excludes these selected items does not represent the amount that effectively accrues directly to stockholders.

 

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APPENDIX A

 

The following table also provides a calculation of “return on average tangible common equity from continuing operations” and a reconciliation of average stockholders’ equity from continuing operations (GAAP) to average tangible common stockholders’ equity from continuing operations (non-GAAP). Tangible common stockholders’ equity ratios have become a focus of some investors and management believes they may assist investors in analyzing the capital position of the Company absent the effects of intangible assets and preferred stock. Because tangible common stockholders’ common equity and the related ratio are not formally defined by GAAP, these measures are considered to be non-GAAP financial measures and other entities may calculate them differently than Regions’ disclosed calculations. Since analysts, banking regulators and the Compensation Committee may assess Regions’ capital adequacy using tangible common stockholders’ equity, management believes that it is useful to provide investors the ability to assess Regions’ capital adequacy on these same bases.

 

(Unaudited) ($ amounts in millions)				Year Ended December 31, 2013
Net income from continuing operations available to common shareholders (GAAP)		A		$	1,103
Adjustments:
Loss on early extinguishment of debt, net of applicable tax					48
Branch consolidation and property and equipment charges, net of tax					3
Provision expense on restructured residential mortgage loans upon transfer to held for sale, net of tax					46
Non-deductible regulatory charge (1)					58
Tax reduction, primarily valuation allowance adjustment					(40)
Securities gains, net, net of tax					(16)
Leveraged lease terminations, net of tax					(6)
Gain on sale of other assets, net of tax (2)					(15)
Adjusted income from continuing operations available to common shareholders (non-GAAP)		B		$	1,181
Average assets from continuing operations		C		$	117,805
Adjusted return on average assets from continuing operations (non-GAAP)		B/C			1.00%
Average stockholders’ equity from continuing operations (GAAP)				$	15,502
Adjustments:
Average intangible assets (GAAP)					(5,136)
Average deferred tax liability related to intangibles (GAAP)					188
Average preferred equity (GAAP)					(464)
Average tangible common stockholders’ equity from continuing operations (non-GAAP)		D		$	10,090
Adjusted return on average tangible common stockholders’ equity from continuing operations (non-GAAP) (3)		B/D			11.71%

 

(1)	In the fourth quarter of 2013, Regions recorded a non-tax deductible charge of $58 million related to previously disclosed inquires from government authorities concerning matters from 2009. Regions is in discussions with banking supervisors to resolve their inquiries on these matters.

 

(2)	In the third quarter of 2013, Regions recorded a $24 million pre-tax gain on sale of a non-core portion of a Wealth Management business.

 

(3)	Calculation used by the Compensation Committee was based upon whole dollar amounts: therefore, amounts differ slightly from the rounded calculation reflected here.

 

A-2       ï  2014 Proxy Statement

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APPENDIX A

 

Adjusted Pre-Tax Pre-Provision Income From Continuing Operations to Risk-Weighted Assets (Non-GAAP)

 

The Adjusted Pre-Tax Pre-Provision Income from Continuing Operations to Risk-Weighted Assets table below presents computations of pre-tax pre-provision income (PPI) from continuing operations excluding certain adjustments (non-GAAP). Regions believes that the presentation of PPI and the exclusion of certain items from PPI provides a meaningful base for period-to-period comparisons, which management believes will assist stakeholders and the Compensation Committee in analyzing the operating results of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of Regions’ business. It is possible that the activities related to the adjustments may recur; however, management does not consider the activities related to the adjustments to be indications of ongoing operations. Regions believes that presentation of these non-GAAP financial measures will permit stakeholders and the Compensation Committee to assess the performance of the Company on the same basis as that applied by management. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. In particular, a measure of income that excludes certain adjustments does not represent the amount that effectively accrues directly to stockholders.

Under the risk-based capital framework, a company’s balance sheet assets and credit equivalent amounts of off-balance sheet items are assigned to one of four broad risk categories. The aggregated dollar amount in each category is then multiplied by the risk-weighted category. The resulting weighted values from each of the four categories are added together and this sum is the risk-weighted assets total that, as adjusted, comprises the denominator of certain risk-based capital ratios. The amount disclosed as risk-weighted assets was calculated consistent with banking regulatory requirements.

 

(Unaudited) ($ amounts in millions)				Year Ended December 31, 2013
Net income from continuing operations available to common shareholders (GAAP)				$	1,103
Preferred dividends (GAAP)					32
Income tax expense (GAAP)					452
Income from continuing operations before income taxes (GAAP)					1,587
Provision for loan losses (GAAP)					138
Pre-tax pre-provision income from continuing operations (non-GAAP)					1,725
Other adjustments:
Loss on early extinguishment of debt					61
Branch consolidation and property and equipment charges					5
Non-deductible regulatory charge					58
Securities gains, net					(26	)
Leveraged lease terminations					(39	)
Gain on sale of other assets					(24	)
Adjusted pre-tax pre-provision income from continuing operations (non-GAAP)		A		$	1,760
Risk weighted assets—average of the four quarters in 2013 (regulatory) (1)		B		$	95,206
Adjusted pre-tax pre-provision income as a percentage of risk weighted assets (non-GAAP)		A/B			1.85%

(1)    Based on average of quarter-end risk-weighted assets determined as follows:
March 31				$92,787
June 30				94,640
September 30				96,484
December 31 (estimated)				96,911
Average				$95,206

 

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APPENDIX A

 

Criticized and Classified Loans

 

 

($ amounts in millions)				Year Ended December 31, 2013
Total commercial (1)				$	2,079
Total investor real estate (1)					936
Total consumer (2)					875
Total criticized and classified loans		A		$	3,890
Total loans, net of unearned income		B			74,609
Criticized loans/loans		A/B			5.21%

(1)	Amount can be obtained from page 129 of the Regions Annual Report on Form 10-K for the year ended December 31, 2013 as the sum of the applicable subtotals of the special mention, substandard accrual and non-accrual columns.

 

(2)	Amount is from internal management reports.

Adjusted Net Charge-Offs Ratio (Non-GAAP)

 

The calculation for annualized net charge-offs as a percentage of average loans is presented in the table below. During the fourth quarter of 2013, Regions made the strategic decision to transfer certain primarily accruing restructured residential first mortgage loans to loans held for sale. These loans were marked down to fair value through net charge-offs upon transfer to held for sale. Management believes that excluding the incremental increase to net charge-offs from the net charge-off ratio will assist investors in analyzing the Company’s credit quality performance as well as provide a better basis from which to predict future performance. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.

 

($ amounts in millions)				Year Ended December 31, 2013
Total net charge-offs (GAAP)				$	716
Net charge-offs associated with transfer of restructured residential first mortgage loans to loans held for sale					(151	)
Adjusted net charge-offs (non-GAAP)		A		$	565
Average loans, net of unearned income (GAAP)		B		$	74,924
Adjusted net charge-offs as a percentage of average loans (non-GAAP)		A/B			0.75%

 

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REGIONS FINANCIAL CORPORATION 1900 5TH AVENUE NORTH ATTN: INVESTOR RELATIONS BIRMINGHAM, AL 35203		VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form.   ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.   VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.   VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

		M65737-P46378		KEEP THIS PORTION FOR YOUR RECORDS

				DETACH AND RETURN THIS PORTION ONLY

REGIONS FINANCIAL CORPORATION		THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

The Board of Directors recommends you vote FOR the following proposals:

Election of Directors

For

Against

Abstain

Proposal 1. Nominees:

1a.        1b.        1c.        1d.        1e.        1f.        1g.        1h.        1i.        1j.        1k.        1l.        1m.

George W. Bryan    Carolyn H. Byrd    David J. Cooper, Sr.    Don DeFosset    Eric C. Fast    O.B. Grayson Hall, Jr.    John D. Johns    Charles D. McCrary    James R. Malone    Ruth Ann Marshall    Susan W. Matlock    John E. Maupin, Jr.    Lee J. Styslinger III

¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨

¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨

¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨   ¨

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

Proposal 2.    Ratification of Selection of Independent                        Registered Public Accounting Firm.

¨

¨

¨

The Board of Directors recommends you vote FOR the following proposal:

Proposal 3.    Nonbinding Stockholder Approval of                        Executive Compensation.

¨

¨

¨

For address changes and/or comments, please check this box and write them on the back where indicated.

¨

Please indicate if you plan to attend this meeting.

¨

¨

Yes

No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

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REGIONS FINANCIAL CORPORATION

Annual Meeting of Stockholders

April 24, 2014

9:00 A.M. Central Time

Upper Lobby Auditorium of Regions Bank

1901 Sixth Avenue North

Birmingham, AL 35203

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement, Annual Report on Form 10-K and Chairman’s Letter are available at www.proxyvote.com.

 

 

M65738-P46378        

 

PROXY CARD   REGIONS FINANCIAL CORPORATION   This proxy is solicited by the Board of Directors   The undersigned hereby appoints Fournier J. Gale, III and Jeffrey A. Lee, and each of them, proxies with full power of substitution, to vote all of the shares of common stock of Regions Financial Corporation held of record by the undersigned at the Annual Meeting of Stockholders to be held on Thursday, April 24, 2014, and at any adjournments thereof. This card also provides voting instructions for shares held in the Regions Financial Corporation 401(K) Plan or the Computershare Investment Plan for Regions Financial Corporation and held of record by the trustees or agents of such plans. This proxy, when properly executed, will be voted in the manner directed by you. If you sign and return this proxy but do not give any directions, then the proxies will vote FOR Proposal 1, Election of all Director Nominees, FOR Proposal 2, Ratification of Selection of Independent Registered Public Accounting Firm, and FOR Proposal 3, Nonbinding Stockholder Approval of Executive Compensation. The proxies, in their discretion, are further authorized to vote (i) for the election of a person to the Board of Directors, if any nominee named herein becomes unable or unwilling to serve and (ii) on any other matter that may properly come before the meeting.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)   (Continued and to be signed on reverse side)