8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 16, 2015

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ZIONS BANCORPORATION

(Exact Name of Registrant as Specified in its Charter)

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Utah (State or Other Jurisdiction of Incorporation)	001-12307 (Commission File Number)	87-0227400 (IRS Employer Identification No.)
One South Main, 15th Floor, Salt Lake City, Utah 84133 (Address of Principal Executive Office)
(801) 844-7637 (Registrant’s telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report)

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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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 16, 2015, Doyle L. Arnold notified Zions Bancorporation (the “Company”) that he intends to retire from his positions of Vice Chairman and Chief Financial Officer of the Company, effective in early May, subsequent to the filing of the Company’s first quarter financial results. Mr. Arnold will continue to work with the Company as necessary to assist with the transition of his responsibilities for a period of time mutually convenient to the Company and Mr. Arnold.

On March 20, 2015, the Company also announced that Mr. Arnold will be succeeded by Paul Burdiss, who is expected to assume the roles of Executive Vice President and Chief Financial Officer effective upon Mr. Arnold’s retirement. Mr. Burdiss, 49, most recently served as Corporate Treasurer for SunTrust Banks, Inc. From 2006 until he joined SunTrust in 2011, he served as Corporate Treasurer at Comerica Bank.

The press release issued by the Company announcing these matters is attached hereto as Exhibit 99.1.

There is no arrangement or understanding between Mr. Burdiss and any other person under which he was selected to succeed Mr. Arnold. He does not have any family relationship with any director, executive officer or person nominated or serving as a director or executive officer of the Company. Other than his employment relationship, Mr. Burdiss does not have a direct or indirect material interest in any transaction in which the Company is a participant.

Pursuant to Mr. Burdiss’ offer of employment from the Company, he will receive the following compensation: (1) an annual base salary of $550,000; (2) participation in the Company’s cash incentive program, which provides cash awards to the Company’s executive officers and other key employees based on the achievement of goals established annually by the Company’s Compensation Committee, with a targeted cash award of $385,000 for Mr. Burdiss’ performance during 2015; (3) a one-time cash award of $150,000 to compensate Mr. Burdiss in part for incentives forfeited from his former employer; (4) a one-time equity grant or equivalent award with a value (calculated as of his date of hire, which is expected to be April 13, 2015) of approximately $500,000 to compensate Mr. Burdiss in part for incentives forfeited from his former employer, which award will vest in equal parts over two years; (5) participation in the Company’s long-term incentive compensation programs, including equity plans, upon terms and in amounts established by the Company’s Compensation Committee and approved by the Board, commensurate with other named executive officers of the Company; (6) assistance in connection with his relocation to the Salt Lake City area; and (7) vacation, holiday, personal leave, and participation in the Company’s health and welfare, 401(k) and other employee benefits plans in accordance with their terms. Upon the commencement of his employment, the Company will also enter into a change in control agreement with Mr. Burdiss upon terms substantially similar to those with other senior executives of the Company. Further information about the Company’s executive compensation, incentive plans, benefits, and change in control agreements is included in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 17, 2014.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99.1Zions Bancorporation Press Release dated March 20, 2015.

signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Zions Bancorporation

Date: March 20, 2015 By:/s/ Thomas E. Laursen Thomas E. Laursen Executive Vice President, General Counsel and Secretary

EX-99.1

***FOR IMMEDIATE RELEASE***

FOR:  ZIONS BANCORPORATION                                                

One South Main Street                                                                      

Salt Lake City, Utah                                                                            

Harris H. Simmons

Chairman/Chief Executive Officer

Contact: James Abbott

Tel: (801) 844-7637

Zions Bancorporation Announces Retirement of Doyle L. Arnold;

Paul E. Burdiss to Join Zions as new Chief Financial Officer

SALT LAKE CITY, March 20, 2015 - Zions Bancorporation (NASDAQ: ZION) (“Zions” or “the Company”) announced today that Vice Chairman and Chief Financial Officer Doyle L. Arnold will retire in early May, subsequent to the filing of the Company’s first quarter financial results. He will be succeeded as Chief Financial Officer by Paul E. Burdiss, currently Corporate Treasurer at SunTrust Banks, Inc. in Atlanta, Georgia.

Harris H. Simmons, Chief Executive Officer of Zions Bancorporation, stated, “Doyle Arnold has made substantial contributions to the Zions organization since joining the Company as our chief financial officer in late 2001. Most notably, he was instrumental in shepherding the enterprise through the very challenging Great Recession period of 2008-2011 and beyond. He has built a very strong financial team, and has done much to strengthen the Company’s balance sheet and capital structure during a period of enormous change in the banking industry. We will greatly miss his presence on our executive management team, and the keen insights, intellect and rigor he brought to every problem he tackled. I wish Doyle all the best in his retirement and future endeavors.”

Mr. Paul Burdiss has served for the past several years as Corporate Treasurer at SunTrust Banks, Inc., one of the nation’s leading bank holding companies, with $187 billion in assets, where he has had responsibility for overseeing the firm’s investment portfolio, capital management, liquidity and interest rate risk management. He has also been actively involved in supporting the firm’s stress testing and Comprehensive Capital Analysis and Review process. Previously, Mr. Burdiss served as Executive Vice President and Treasurer of Comerica Inc., a large regional bank headquartered in Dallas, Texas, where he previously served as Director of Investor Relations. Earlier in his career, Mr. Burdiss worked in Chicago,

Illinois as a relationship manager at The Bank of Nova Scotia. He holds a Bachelor of Arts degree in Financial Administration from Michigan State University, and an MBA degree from the University of Michigan.

“We are delighted to welcome Paul Burdiss to Zions Bancorporation,” said Mr. Simmons. “Paul has an outstanding background in financial management that will be of great benefit to Zions as we continue to build an outstanding organization serving individuals, businesses and municipalities across the western United States. I am greatly looking forward to working with him in the years ahead.”

“I am pleased and excited to join Harris Simmons and the Zions Bancorporation team as we work to continuously improve the experience of our clients, communities, teammates, and shareholders," said Mr. Burdiss.

Zions Bancorporation is one of the nation's premier financial services companies, consisting of a collection of great banks in select western U.S. markets with combined total assets exceeding $55 billion. Zions operates its banking businesses under local management teams and community identities in 11 western and southwestern states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. The company is a national leader in Small Business Administration lending and public finance advisory services and is a consistent recipient of numerous Greenwich Excellence awards in banking. In addition, Zions is included in the S&P 500 and NASDAQ Financial 100 indices. Investor information and links to subsidiary banks can be accessed atwww.zionsbancorporation.com.