8-K

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): February 20, 2014

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements

of Certain Officers.

In accordance with the Regions Financial Corporation Corporate Governance Principles, Director John R. Roberts, having reached the mandatory retirement age of 72, will retire from the Board of Directors at the expiration of his current term on the eve of Regions’ 2014 annual meeting of stockholders and will not stand for re-election as a Director. Mr. Roberts' retirement was approved by the Board of Directors on February 20, 2014. The annual meeting of stockholders is scheduled to occur on April 24, 2014. The press release announcing the retirement is attached as Exhibit 99.1 hereto and incorporated by reference.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.    Description of Exhibit

99.1        Press Release of February 24, 2014

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: February 24, 2014

EX-99.1

EXHIBIT 99.1

Media Contact:

Evelyn Mitchell

Regions Bank

205-264-4551

Regions Financial Corp. Director John Roberts to Retire

BIRMINGHAM, Ala. - February 24, 2014 -Regions Financial Corporation (NYSE:RF) today announced that John Roberts will retire from the Board of Directors effective April 23, 2014, having reached the Board’s mandatory retirement age of 72.

Roberts has served as a director since 2001. He is a member of both the Audit Committee and the Nominating and Corporate Governance Committee and previously chaired the Audit Committee. Roberts retired from Arthur Andersen LLP in 1998 after a 35-year career, most recently having served as managing partner - MidSouth Region from 1993 to 1998.

“I want to personally extend my heartfelt gratitude to John for his more than 13 years of diligent service as a member of our Board of Directors,” said Grayson Hall, president, chairman and CEO. “All of us at Regions are immensely grateful for his many contributions and are confident that our company has benefitted from his wisdom, energetic commitment and unfailing integrity.”

Regions’ directors are elected at the annual meeting of stockholders each year. The Board of Directors 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. The Board has determined that following the annual meeting of stockholders, the Board will consist of 13 members, to be elected for a term of one year expiring at the 2015 annual meeting.

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $117 billion in assets, is a member of the S&P 500 Index and is one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, mortgage, and insurance products and services. Regions serves customers in 16 states across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,700 banking offices and 2,000 ATMs. Additional information about Regions and its full line of products and services can be found at www.regions.com.