-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VYKXvnKrbxKUuaEEiFd4/7gYS7nk5VD5aCUQoKiCfzphoUTNkzbAYN3WSTwt7Jgf zpw77eJWhjkq1zt3hN4Slw== 0000930413-10-002006.txt : 20100422 0000930413-10-002006.hdr.sgml : 20100422 20100421201050 ACCESSION NUMBER: 0000930413-10-002006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100420 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100422 DATE AS OF CHANGE: 20100421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST HORIZON NATIONAL CORP CENTRAL INDEX KEY: 0000036966 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620803242 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15185 FILM NUMBER: 10762824 BUSINESS ADDRESS: STREET 1: 165 MADISON AVENUE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9018186232 MAIL ADDRESS: STREET 1: 165 MADISON AVENUE CITY: MEMPHIS STATE: TN ZIP: 38103 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE NATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE BANKS INC DATE OF NAME CHANGE: 19600201 8-K 1 c61237_8k.htm

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): April 20, 2010

 

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)

 

TN
001-15185
62-0803242
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
Identification No.)

 

 

165 MADISON AVENUE
MEMPHIS, TENNESSEE
38103
(Address of Principal Executive Office) (Zip Code)

 

Registrant’ s telephone number, including area code - (901) 523-4444

 

(Former name or former address, if changed from 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 communications 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.

 

(e)      On April 20, 2010, the shareholders of the Company approved amendments to the First Horizon National Corporation 2003 Equity Compensation Plan. The amendments are effective immediately. The amendments are described in the Company’s 2010 Proxy Statement under Vote Item 3 beginning on page 26, which description is incorporated into this item 5.02 by reference.

 

ITEM 5.07.

Submission of Matters to a Vote of Security Holders.

 

(a)      On April 20, 2010, the Company held its annual meeting of shareholders.

 

(b)     At the annual meeting, five vote items were acted upon by the shareholders. The number of votes cast for, against, or withheld as to each such matter or nominee, as well as the number of abstentions and broker non-votes as to each such matter or nominee, have been certified and are set forth below:

 

Voting Results for 2010 Annual Meeting

 

Vote Item

Nominee

For

Withheld

Abstain

Broker Nonvote

1. Election

Robert B. Carter

152,039,720

11,314,218

0

0

of Directors

Mark A. Emkes

151,735,259

11,618,679

0

0

[All elected]

D. Bryan Jordan

159,177,196

4,176,742

0

0

 

R. Brad Martin

155,949,173

7,404,765

0

0

 

Vicki R. Palmer

150,017,315

13,336,623

0

0

 

Michael D. Rose

158,849,159

4,504,779

0

0

 

William B. Sansom

157,810,957

5,542,981

0

0

 

Luke Yancy III

141,408,345

21,945,593

0

0

 

 

 

 

 

 

Vote Item

Details

For

Against

Abstain

Broker Nonvote

2. Charter Amendment

[Approved]

Provides for election, in uncontested elections, of directors by a majority (rather than a plurality) of the votes cast

191,278,171

6,619,074

1,667,445

0

 

 

 

 

 

 

3. Amendment and re-approval of 2003 Equity Compensation Plan

[Approved]

Increases authority by 3 million shares, makes other amendments, and re-approves the Plan in its entirety for tax purposes

127,488,926

34,070,998

1,794,114

36,210,752

 

 

 

 

 

 

4. Advisory Proposal on Executive Compensation [Approved]

Advisory proposal to approve compensation of certain executive officers as described in the Proxy Statement

156,065,169

5,239,548

2,049,221

36,210,752

 

 

 

 

 

 

 

 

2

 



 

 

 

Vote Item

Auditor

For

Against

Abstain

Broker Nonvote

5. Ratification of Auditor

[Ratified]

KPMG LLP

187,479,981

10,940,963

1,143,746

0

 

 

 

 

 

 

 

Regarding Vote Item No. 2, following the meeting appropriate Charter amendment documents were filed with the State of Tennessee. The Charter amendment became effective April 20, 2010.

 

(c)      Not applicable.

 

 

ITEM 9.01. 

Financial Statements and Exhibits

 

(d)      Exhibits

 

The following exhibits are filed herewith:

 

Exhibit #

Description

   
3.1 Articles of Amendment to the Restated Charter of First Horizon National Corporation

 

 

All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.

 

* * * * *

 

 

3

 



 

 

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.

 

 

First Horizon National Corporation

 

(Registrant)

 

 

Date: April 21, 2010

By: /s/ Clyde A. Billings, Jr.        

 

     Senior Vice President, Assistant

 

     General Counsel, and Corporate Secretary

 

 

4

 



 

 

EXHIBIT INDEX

 

EX-3.1

Articles of Amendment to the Restated Charter of First Horizon National Corporation

 

 

 

 

 

 



EX-3.1 2 c61237_ex3-1.htm

Exhibit 3.1

ARTICLES OF AMENDMENT TO THE  

RESTATED CHARTER OF  

FIRST HORIZON NATIONAL CORPORATION

 

The undersigned, a duly authorized officer of First Horizon National Corporation (the “Corporation”), acting pursuant to TBCA Section 48-20-106, hereby certifies the following:

 

1.

The name of the Corporation is FIRST HORIZON NATIONAL CORPORATION.

 

2.

The text of the amendments to the Restated Charter is as follows:

 

A new Article 13 is hereby inserted as set forth below, and all the Articles following Article 13 are re-numbered accordingly:

 

Except as provided in Article 12, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to the director at any meeting of shareholders for the election of directors at which a quorum is present, provided that if, as of (a) the expiration of the time fixed under Section 3.6 of the Corporation’s Bylaws (or any successor provision) for advance notice of nomination of a director by a shareholder or, (b) in the absence of any such provision, a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission, the number of nominees exceeds the number of positions on the Board of Directors to be filled by election at the meeting, the directors shall be elected by the vote of a plurality of the votes cast by the shares entitled to vote in the election at any such meeting. For purposes of this section, the “affirmative vote of a majority of the votes cast” means that the number of votes cast “for” a director exceeds the number of votes cast “against” that director.

 

3.

The amendments were duly adopted by the shareholders of the Corporation at the Annual Meeting of Shareholders on April 20, 2010.

 

4.

The amendments will be effective upon filing of the Articles of Amendment with the Secretary of State of the State of Tennessee.

 

 

 

FIRST HORIZON NATIONAL CORPORATION

 

 

   
Date: April 20, 2010 By: /s/ Clyde A. Billings, Jr.  

 

          Clyde A. Billings, Jr., Corporate Secretary

 

 

 

 

 

 


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