8-K 1 rf-20180725coo.htm 8-K 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): July 25, 2018
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

Not applicable
(Former name or former address, if changed since last report.)

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

On July 25, 2018, the Board of Directors ("Board") of Regions Financial Corporation ("Regions" or the "Company") appointed John B. Owen to serve as the Company's Chief Operating Officer. Mr. Owen previously served as Head of Enterprise Services and Consumer Banking since March of this year.

Mr. Owen, 57, joined Regions in 2007 as head of Operations and Technology, where he served until 2009 when he was named head of the bank’s Consumer Services Group. He also served two years as head of Business Lines, which included the Business Services, Consumer Services, Consumer Lending, and Wealth Management groups, before becoming head of the Regional Banking Group in 2014. He was named head of Enterprise Services and Consumer Banking in March 2018.

There is no arrangement or understanding with any person pursuant to which Mr. Owen was appointed as Chief Operating Officer. There are no family relationships between Mr. Owen and any director or executive officer of the Company, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K. Information with respect to Mr. Owen's employment and compensatory agreements is set forth in the Company's proxy statement filed on March 9, 2018, and in its Annual Report on Form 10-K filed on February 26, 2018, which information is incorporated herein by reference.

ITEM 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
    
Exhibit No.    Exhibit
    







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: July 25, 2018