Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 24, 2019
 
 
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
DELAWARE
 
001-34034
 
63-0589368
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1900 FIFTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(Address, including zip code, of principal executive office)
Registrant’s telephone number, including area code: (800) 734-4667
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨







Item 5.07    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders of Regions Financial Corporation ("Regions") held on April 24, 2019, the shareholders elected Regions’ 13 incumbent Directors standing for election, ratified the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for the 2019 fiscal year, and approved executive compensation. The shareholders cast their votes as described below.
The following is a summary of the voting proposals for each matter presented to our shareholders:
Proposal 1: Election of Directors.
The 13 individuals listed below were elected at the 2019 Annual Meeting to serve as Directors of Regions until the next annual meeting of shareholders or until their successors are duly elected and qualified:

 
For
Against
Abstain
Broker Non-Votes
Carolyn H. Byrd
719,558,674
2,997,716
951,640
153,166,267
Don DeFosset
671,122,184
51,396,794
989,052
153,166,267
Samuel A. Di Piazza, Jr.
686,600,266
35,955,022
952,742
153,166,267
Eric C. Fast
719,752,241
2,773,232
982,557
153,166,267
Zhanna Golodryga
718,940,109
3,601,392
966,529
153,166,267
John D. Johns
708,145,935
14,391,162
970,933
153,166,267
Ruth Ann Marshall
718,813,559
3,746,835
947,636
153,166,267
Charles D. McCrary
703,012,767
19,557,122
938,141
153,166,267
James T. Prokopanko
714,838,806
7,676,616
992,608
153,166,267
Lee J. Styslinger III
699,974,676
22,582,758
950,596
153,166,267
José S. Suquet
719,279,804
3,276,018
952,208
153,166,267
John M. Turner, Jr.
719,625,812
2,972,451
909,767
153,166,267
Timothy Vines
719,274,071
3,243,641
990,318
153,166,267

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

Regions' proposal to ratify the appointment of Ernst & Young LLP as independent auditors of Regions to serve for the 2019 fiscal year was approved. The full text of the proposal is included in the Proxy Statement dated March 8, 2019. The vote with respect to this proposal was:  

For
Against
Abstain
Broker
Non-Votes
833,086,988
42,594,673
992,636
0

Proposal 3: Advisory Vote on Executive Compensation.

The Company's shareholders gave advisory approval of executive compensation as disclosed in the Proxy Statement dated March 8, 2019. The vote with respect to this proposal was:

For
Against
Abstain
Broker
Non-Votes
680,401,911
38,059,615
5,046,504
153,166,267










SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
                                
 
 
 
REGIONS FINANCIAL CORPORATION
 
 
By:
 
/s/ Fournier J. Gale, III
Name:
 
Fournier J. Gale, III
Title:
 
Senior Executive Vice President,
 
 
General Counsel and Corporate
 
 
Secretary
Date: April 29, 2019