UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 14, 2024, the Board of Directors (the “Board”) of Regions Financial Corporation (“Regions” or the “Company”) appointed William C. Rhodes, III to the Board, such appointment to be effective on March 1, 2024. Mr. Rhodes was also appointed to serve as a member of the Board of Directors of the Company’s wholly owned subsidiary, Regions Bank (together with the Board, the “Boards”), also to be effective on March 1, 2024.
Mr. Rhodes, 58, is currently Executive Chairman of AutoZone, Inc., the leading retailer and distributor of automotive replacement parts and accessories in the Americas.
The appointment increases the size of the Boards to fifteen (15) members. Mr. Rhodes will serve on the Audit Committee and the Compensation and Human Resources Committee of the Boards.
The Boards affirmatively determined that Mr. Rhodes is independent under New York Stock Exchange listing standards and the Company’s Corporate Governance Principles, and that he meets the eligibility and independence requirements of the Securities and Exchange Commission and New York Stock Exchange as pertaining to the Audit Committee and the Compensation and Human Resources Committee. There are no arrangements or understandings with other persons pursuant to which he was appointed to the positions described above. Additionally, there are no related person transactions involving Mr. Rhodes that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Mr. Rhodes will receive customary fees and equity awards from the Company for serving as a Director in accordance with Regions’ Director Compensation Program. At the commencement of his service as a Director on March 1, 2024, Mr. Rhodes will receive a grant of restricted stock units under the Regions 2015 Long Term Incentive Plan with a grant date value equal to $21,667, which is the prorated amount of the annual equity retainer paid uniformly to all non-employee Directors for the current year. The restricted stock units are subject to a continued service requirement and become vested on the date of the 2024 Annual Meeting of Shareholders, or earlier in the case of death or disability or upon termination without cause following a change in control of Regions.
| Item 7.01 | Regulation FD Disclosure. |
On February 14, 2024, the Company issued a press release announcing the appointment of Mr. Rhodes to the Boards. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In accordance with general instruction B.2. of Form 8-K, the information included in and incorporated by reference under this Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 10.1 | Regions Financial Corporation Director Compensation Program, effective April 20, 2022 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 6, 2022 and incorporated by reference herein). | |
| 99.1 | Press Release dated February 14, 2024. | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). | |
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/ Tara A. Plimpton | |
| Name: | Tara A. Plimpton | |
| Title: | Chief Legal Officer and Corporate Secretary | |
Date: February 14, 2024