As filed with the Securities and Exchange Commission on August 3, 2016
Registration No. 333-________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST HORIZON NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE | 62-0803242 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
165 Madison Avenue, Memphis, Tennessee | 38103 |
(Address of principal executive offices) | (zip code) |
First Horizon National Corporation
Deferred Compensation Plan
[formerly known as the First Tennessee National Corporation Nonqualified Deferred Compensation Plan]
(Full title of plan)
Clyde A. Billings, Jr. Senior Vice President, Assistant General Counsel, and Corporate Secretary First Horizon National Corporation 165 Madison Avenue Memphis, TN 38103 (901) 523-5679 (Name, address, and telephone number, including area code, of agent for service) |
With a copy to: John A. Niemoeller Senior Vice President, Counsel, and Assistant Corporate Secretary First Horizon National Corporation 165 Madison Avenue Memphis, TN 38103 (901) 523-4170 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price (1) |
Amount of registration fee (1) | ||||
Deferred compensation obligations | $20,000,000 | 100% | $20,000,000 | $2,014.00 |
(1) | Calculated pursuant to Rule 457(h)(1). |
Filing History Related to the Plan
First Horizon National Corporation (“FHNC,” the “Corporation,” or the “Registrant”) previously filed a registration statement on Form S-8 (File No. 333-108738), registering $30,000,000 of deferred compensation obligations that may be issued under the First Horizon National Corporation Deferred Compensation Plan (as amended and restated to date, the “Plan”). FHNC formerly was known as First Tennessee National Corporation, and the Plan formerly was known as First Tennessee National Corporation Nonqualified Deferred Compensation Plan.
FHNC is filing this registration statement to register $20,000,000 additional amount of deferred compensation obligations that may be issued under the Plan.
PART I
The Section 10(a) prospectus relating to the Plan is omitted from this Registration Statement pursuant to the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
As permitted by Instruction E to Form S-8, the contents of Registrant’s registration statement on Form S-8 (File No. 333-108738), which was filed September 12, 2003, covering $30,000,000 of deferred compensation obligations under the Plan, as updated below, are incorporated herein by reference. In addition to the foregoing, the following information also is included in this registration statement:
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission (the “Commission”) by FHNC (File No. 001-15185) are incorporated herein by reference other than, in each case, documents (or information within such documents) deemed to have been furnished but not filed in accordance with Commission rules:
(a) | FHNC’s Annual Report on Form 10-K for the year ended December 31, 2015 and its Quarterly Report on Form 10-Q for the period ended March 31, 2016; and | |
(b) | FHNC’s Current Reports on Form 8-K dated the following dates in 2016: January 18, January 19 (two reports), January 26, April 15 (two reports), April 26, July 15 (two reports), and July 25. |
All documents filed by FHNC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
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Item 4. Description of Securities
Incorporated by reference to Part II, Item 4 in Reg. No. 333-108738, except that all references in that Item to “the Plan” refer to the Plan as currently amended and restated, which has been incorporated into this registration statement as an exhibit.
Item 5. Interests of Named Experts and Counsel
The validity of the deferred compensation obligations which may be issued pursuant to the Plan has been passed upon by John A. Niemoeller, Senior Vice President, Counsel, and Assistant Corporate Secretary of FHNC. As of August 1, 2016, Mr. Niemoeller did not participate in, and had no deferral account or other interest under, the Plan or any other non-qualified deferred compensation plan of FHNC. As of August 1, 2016, Mr. Niemoeller beneficially owned approximately 17,951 shares. That number includes shares owned outright and within vested retirement plan accounts, and shares that may be issued or become vested in the future under all unvested stock-based or stock-payable employee awards. All such unvested awards have been counted for this purpose as if they had fully vested as of August 1, 2016 without reduction for applicable withholding taxes.
Item 6. Indemnification of Directors and Officers
Tennessee Code Annotated Sections 48-18-501 through 48-18-509 authorize a corporation to provide for the indemnification of officers, directors, employees and agents in terms sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. FHNC has adopted the provisions of the Tennessee statute pursuant to Article Six of its Bylaws. In addition, FHNC has a directors’ and officers’ liability insurance policy which provides coverage sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended.
Tennessee Code Annotated, Section 48-12-102, permits the inclusion in the charter of a Tennessee corporation of a provision, with certain exceptions, eliminating the personal monetary liability of directors to the corporation or its shareholders for breach of the duty of care. FHNC has adopted the provisions of the statute as Article 14 of its charter.
The shareholders of FHNC have approved a provision in Article Six of FHNC’s Bylaws pursuant to which FHNC is required to indemnify each director and any officers designated by the Board of Directors, and advance expenses, to the maximum extent not prohibited by law. In accordance with the foregoing, the Board of Directors is authorized to enter into individual indemnity agreements with the directors and such officers. Such indemnity agreements have been approved for all of the directors and certain officers.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
All Exhibits are listed in the Exhibit Index at the end of this registration statement.
Item 9. Undertakings
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. | |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
Provided, however, that:
(A) | Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 (§239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and |
(B) | Paragraphs (a)(1)(i), (ii) and (iii) of this section do not apply if the registration statement is on Form S–1 (§239.11 of this chapter), Form S-3 (§239.13 of this chapter), Form SF-3 (§239.45 of this chapter), or Form F-3 (§239.33 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or, as to a registration statement on Form S–3, Form SF–3 or Form F–3, is contained in a form of prospectus filed pursuant to §230.424(b) of this chapter that is part of the registration statement. |
(C) | Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form SF-1 (§239.44 of this chapter) or Form SF-3 (§239.45 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§239.1100(c)). |
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(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F (17 CFR 249.220f) at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3 (§ 239.33 of this chapter), a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or § 210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. |
(5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | If the registrant is relying on Rule 430B (§230.430B of this chapter): |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
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(ii) | If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. | |
(iii) | If the registrant is relying on § 230.430D of this chapter: |
(A) | Each prospectus filed by the registrant pursuant to § 230.424(b)(3) and (h) of this chapter shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to § 230.424(b)(2), (b)(5), or (b)(7) of this chapter as part of a registration statement in reliance on § 230.430D of this chapter relating to an offering made pursuant to § 230.415(a)(1)(vii) or (a)(1)(xii) of this chapter for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a)) shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in § 230.430D of this chapter, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or | |
(6) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
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(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter); | |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(7) | If the registrant is relying on § 230.430D of this chapter, with respect to any offering of securities registered on Form SF-3 (§ 239.45 of this chapter), to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with § 230.424(h) and § 230.430D of this chapter. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c)-(g) [not applicable]
(h) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(i)-(k) [not applicable]
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis and State of Tennessee, on August 2, 2016.
FIRST HORIZON NATIONAL CORPORATION | ||||
By: | /s/ William C. Losch III | |||
William C. Losch III | ||||
Executive Vice President and | ||||
Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature* | Title | Date | Signature* | Title | Date |
D. Bryan Jordan D. Bryan Jordan |
President, Chief Executive Officer, Chairman of the Board, and a Director (principal executive officer) |
August 2, 2016 | William C. Losch III William C. Losch III |
Executive Vice President and Chief Financial Officer (principal financial officer) |
August 2, 2016 |
Jeff L. Fleming Jeff L. Fleming |
Executive Vice President and Chief Accounting Officer (principal accounting officer) |
August 2, 2016 | John C. Compton John C. Compton |
Director | August 2, 2016 |
Mark A. Emkes Mark A. Emkes |
Director | August 2, 2016 | Corydon J. Gilchrist Corydon J. Gilchrist |
Director | August 2, 2016 |
R. Brad Martin R. Brad Martin |
Director | August 2, 2016 | Scott M. Niswonger Scott M. Niswonger |
Director | August 2, 2016 |
Vicki R. Palmer Vicki R. Palmer |
Director | August 2, 2016 | Colin V. Reed Colin V. Reed |
Director | August 2, 2016 |
Cecelia D. Stewart Cecelia D. Stewart |
Director | August 2, 2016 | Rajesh Subramaniam Rajesh Subramaniam |
Director | August 2, 2016 |
Luke Yancy III Luke Yancy III |
Director | August 2, 2016 |
*By: | /s/ Clyde A. Billings, Jr. | August 2, 2016 | ||
Clyde A. Billings, Jr. | ||||
As Attorney-in-Fact |
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EXHIBIT INDEX
Exhibit No. | Description | ||
4.1 | Restated Charter of First Horizon National Corporation, incorporated herein by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed May 3, 2013. | ||
4.2 | Bylaws of First Horizon National Corporation, as amended and restated April 25, 2016, incorporated herein by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K dated April 25, 2016. | ||
4.3 | Form of First Horizon National Corporation Deferred Compensation Plan As Amended and Restated [formerly known as the First Tennessee National Corporation Nonqualified Deferred Compensation Plan], incorporated herein by reference to Exhibit 10.1(c) to First Horizon’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. | ||
5.1 | Opinion and consent of John A. Niemoeller concerning the legality of the securities being registered hereunder. | ||
23.1 | Consent of Independent Registered Public Accounting Firm. | ||
24.1 | Power of Attorney executed by certain directors and officers of First Horizon National Corporation. |
Exhibit 5.1
August 2, 2016
Board of Directors
First Horizon National Corporation
165 Madison Avenue
Memphis, TN 38103
Ladies and Gentlemen:
I have acted as legal counsel to First Horizon National Corporation, a Tennessee corporation (the “Company”), in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), of an additional $20,000,000 of deferred compensation obligations (the “Securities”) of the Company. The Securities are to be issued to Plan participants pursuant to the terms of the First Horizon National Corporation Deferred Compensation Plan (formerly known as the First Tennessee National Corporation Deferred Compensation Plan), as amended and restated (the “Plan”). The Securities are in addition to the $30,000,000 of deferred compensation obligations previously registered for issuance under the Plan pursuant to Reg. No. 333-108738. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination and subject to the limitations contained herein, it is my opinion that:
1. | The Plan has been duly adopted by the Company. |
2. | The Securities, when issued in accordance with the terms of and subject to the conditions of the Plan, will be duly authorized and validly issued and will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Plan, except as enforcement may be limited by (i) applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting creditors’ rights generally or (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. |
The foregoing opinions are limited to the federal laws of the United States and the laws of the State of Tennessee, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, I have relied to the extent I deem such reliance appropriate as to certain matters on statements, representations, and other information obtained from public officials, officers of the Company, and other sources believed by me to be responsible.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to me in the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ | John A. Niemoeller |
John A. Niemoeller | |
Senior Vice President, Counsel, and | |
Assistant Corporate Secretary, | |
First Horizon National Corporation |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
First Horizon National Corporation:
We consent to the use of our reports dated February 25, 2016, with respect to the consolidated statements of condition of First Horizon National Corporation and subsidiaries (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and the effectiveness of internal control over financial reporting as of December 31, 2015, incorporated herein by reference.
/s/ KPMG LLP
Memphis, Tennessee
August 2, 2016
Exhibit 24.1
POWER OF ATTORNEY
Each of the undersigned directors and officers of First Horizon National Corporation, a Tennessee corporation (the “Company”), hereby appoints William C. Losch III, Jeff L. Fleming, Clyde A. Billings, Jr., and Dane P. Smith, and each of them or their successors as officers of the Company acting singly, the true and lawful agents and attorneys of the undersigned, with full power of substitution and re-substitution, to do all things and to execute all instruments which any of them may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under such Act on Form S-8 of: (a) $20 million additional amount of deferred compensation obligations pursuant to the First Horizon National Corporation Deferred Compensation Plan (formerly known as the First Tennessee National Corporation Nonqualified Deferred Compensation Plan); (b) any previously registered amounts remaining unsold under that Plan (Registration No. 333-108738); and (c) any previously registered shares of common stock, interests, or obligations remaining unissued under the Company’s other registered employee benefit plans (Registration Nos. 33-9846, 33-44142, 33-57241, 33-64471, 333-16225, 333-16227, 333-56052, 333-70075, 333-73440, 333-73442, 333-91137, 333-92145, 333-92147, 333-106015, 333-108750, 333-109862, 333-110845, 333-123404, 333-124297, 333-124299, 333-133635, 333-147409, 333-156614, 333-166818, 333-181162, and 333-211120). This authorization includes the authority to sign the name of each of the undersigned in the capacities indicated below to such proposed Registration Statement to be filed in respect of the securities described in clause (a), and to any amendments to such proposed new Registration Statement or to any of the Registration Statements listed in clauses (b) or (c) after this date.
IN WITNESS WHEREOF, each of the undersigned has executed a copy of this Power of Attorney as of August 2, 2016.
/s/ D. Bryan Jordan | /s/ William C. Losch III | |
D. Bryan Jordan President, Chief Executive Officer, Chairman
of the Board, |
William C. Losch III Executive Vice President and Chief Financial
Officer | |
/s/ Jeff L. Fleming | /s/ John C. Compton | |
Jeff L. Fleming Executive Vice President and Chief Accounting
Officer |
John C. Compton Director | |
/s/ Mark A. Emkes | /s/ Corydon J. Gilchrist | |
Mark A. Emkes Director |
Corydon J. Gilchrist Director | |
/s/ R. Brad Martin | /s/ Scott M. Niswonger | |
R. Brad Martin Director |
Scott M. Niswonger Director | |
/s/ Vicki R. Palmer | /s/ Colin V. Reed | |
Vicki R. Palmer Director |
Colin V. Reed Director | |
/s/ Cecelia D. Stewart | /s/ Rajesh Subramaniam | |
Cecelia D. Stewart Director |
Rajesh Subramaniam Director | |
/s/ Luke Yancy III | ||
Luke Yancy III Director |