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 7, 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

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

In accordance with the Regions Financial Corporation Corporate Governance Principles, Directors Susan W. Matlock and Dr. John E. Maupin, Jr., having reached the mandatory retirement age of 72, will retire from the Board of Directors of Regions Financial Corporation ("Regions") at the expiration of their current term immediately prior to the call to order of the Regions' 2019 Annual Meeting of Shareholders and will not stand for re-election as Directors. Both of these retirements were accepted by the Board of Directors on February 7, 2019. The Annual Meeting of Shareholders is scheduled to occur on April 24, 2019. The press release announcing these retirements 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 7, 2019

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 7, 2019

EX-99.1

EXHIBIT 99.1

Media Contact:

Evelyn Mitchellregions.doingmoretoday.com

205-264-4551 Regions News on Twitter:@RegionsNews

Regions Financial Corp. Directors Susan W. Matlock and John E. Maupin Jr. to Retire

BIRMINGHAM, Ala. - Feb. 7, 2019 - Regions Financial Corporation (NYSE:RF) today announced that Susan W. Matlock and John E. Maupin Jr. will retire from the company’s board of directors effective April 24, 2019, having reached the board’s mandatory retirement age of 72.

Matlock has served as a director since 2002. She currently serves on the Nominating and Corporate Governance Committee and the Compensation and Human Resources Committee. Matlock is past President and CEO of Innovation Depot, Inc., an emerging business incubation center in Birmingham.

Maupin has served as a director since 2007. He currently serves on the Audit Committee and the Nominating and Corporate Governance Committee. Maupin is past President and CEO of Morehouse School of Medicine in Atlanta.

“Both Susan and John have provided exceptional guidance and leadership as members of our board of directors,” said Board Chair Charles McCrary. “I greatly appreciate their many years of service and dedication during a dynamic time within the financial services industry.”

Regions’ directors are elected at the annual meeting of shareholders each year. The board of directors currently has 15 members. Under Regions’ Corporate Governance Principles, each director should retire immediately prior to the call to order of the next annual shareholders’ meeting of the Company following his or her 72^nd birthday. The board has determined that effective at the annual meeting of shareholders, the board will consist of 13 members to be elected for a term of one year expiring at the 2020 annual meeting.

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $126 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, and mortgage products and services. Regions serves customers across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,500 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

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