0000930413-17-003206.txt : 20170907 0000930413-17-003206.hdr.sgml : 20170907 20170907170257 ACCESSION NUMBER: 0000930413-17-003206 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170907 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170907 DATE AS OF CHANGE: 20170907 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: 171074395 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 c89330_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): September 7, 2017

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)

TN
(State or Other Jurisdiction
of Incorporation)

001-15185
(Commission File Number)

62-0803242
(IRS Employer
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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	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 o

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. o

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

Voting Results for Special Meeting of Shareholders Related to Capital Bank Financial Merger

On September 7, 2017, First Horizon held a special meeting of shareholders. At the special meeting, two vote items were acted upon by the shareholders; both were approved. The number of votes cast for or against as to each such matter, and the number of abstentions and broker non-votes as to each such matter, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share. The summaries provided in the tables below are subject to the more complete descriptions provided in the Joint Proxy Statement and Prospectus, dated July 28, 2017, issued by First Horizon and Capital Bank Financial Corp. (“Capital Bank Financial”) and previously filed with the U.S. Securities and Exchange Commission by First Horizon as part of Registration No. 333-219052 on Form S-4. The closing of the transactions contemplated by the Agreement and Plan of Merger remains subject to the satisfaction of certain closing conditions, including receipt of regulatory approvals.

Vote Item 1: Approve First Horizon Stock Issuance to Support the Capital Bank Financial Merger

Outcome: Approved

Summary		For		Against		Abstain		Broker Non-vote
Proposal to approve the issuance of shares of common stock in connection with the merger contemplated by the Agreement and Plan of Merger dated as of May 3, 2017, among First Horizon, Capital Bank Financial, and Firestone Sub, Inc.		191,848,496		1,216,608		1,331,037		-0-

Vote Item 2: Approve Adjournments of the Special Meeting

Outcome: Approved*

Summary		For		Against		Abstain		Broker Non-vote
Proposal to approve one or more adjournments of the First Horizon special meeting, as necessary or appropriate.		174,298,897		18,874,411		1,222,833		-0-

*No adjournment occurred.

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: September 7, 2017	By:	/s/ Clyde A. Billings, Jr.
	Senior Vice President, Assistant
	General Counsel, and Corporate Secretary