UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Voting Results for Special Meeting of Shareholders
On April 24, 2020, First Horizon National Corporation (“First Horizon”) held a special meeting of shareholders (the “First Horizon special meeting”). At the First Horizon special meeting, shareholders voted on the following matters: (1) approval of the Agreement and Plan of Merger, dated as of November 3, 2019 (the “Merger Agreement”), entered into by and between First Horizon and IBERIABANK Corporation (the “Merger Proposal”); (2) approval of the amendment of the restated charter of First Horizon to effect an increase in the number of authorized shares of First Horizon common stock from 400,000,000 to 700,000,000 (the “Charter Amendment Proposal”); (3) approval, on an advisory (non-binding) basis, of the merger-related compensation payments that will or may be paid by First Horizon to its named executive officers in connection with the merger (the “Compensation Proposal”); and (4) approval of the adjournment of the First Horizon special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Merger Proposal and/or the Charter Amendment Proposal, or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to holders of First Horizon common stock (the “Adjournment Proposal”). The proposals listed above are described in detail in the joint proxy statement/prospectus filed by First Horizon with the U.S. Securities and Exchange Commission on March 19, 2020.
A total of 262,255,745.223 shares of First Horizon common stock were present or represented by proxy at the First Horizon special meeting. This represented approximately 84.12% of the shares of First Horizon common stock that were outstanding and entitled to vote at the First Horizon special meeting, constituting a quorum for all matters to be presented at the First Horizon special meeting.
The number of votes cast for or against as to each matter, and the number of abstentions and broker non-votes as to each matter, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share.
Proposal 1: Merger Proposal | |||
Outcome: Approved | |||
For |
Against |
Abstain |
Broker Non-Votes |
257,644,779 |
3,903,978 |
706,988 |
0 |
Proposal 2: Charter Amendment Proposal | |||
Outcome: Approved | |||
For |
Against |
Abstain |
Broker Non-Votes |
257,096,760 |
4,465,399 |
693,587 |
0 |
Proposal 3: Compensation Proposal | |||
Outcome: Approved | |||
For |
Against |
Abstain |
Broker Non-Votes |
251,244,166 |
9,680,956 |
1,330,623 |
0 |
Proposal 4: Adjournment Proposal | |||
Outcome: Approved* | |||
For |
Against |
Abstain |
Broker Non-Votes |
243,230,245 |
17,704,675 |
1,320,826 |
0 |
*No adjournment occurred
| Item 8.01. | Other Events. |
On April 24, 2020, First Horizon issued a press release announcing that First Horizon's shareholders approved the merger. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release dated April 24, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 27, 2020
| By: | /s/ Clyde A. Billings, Jr. | |
| (Signature) | ||
| Name: | Clyde A. Billings, Jr. | |
| Title: | Senior Vice President, Assistant General Counsel, and Corporate Secretary | |