UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Office) | (Zip Code) | ||||
(
Registrant’s telephone number, including area code
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Exchange on which Registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Amendment & Restatement of Charter
On July 27, 2021, the Board of Directors of First Horizon Corporation (“First Horizon”) approved a restatement of First Horizon’s Restated Charter, incorporating into a single charter document previous amendments changing the corporate name and designating a new series of preferred stock (Non-Cumulative Perpetual Preferred Stock, Series F).
The Board also approved removing from the charter those provisions designating First Horizon’s Non-Cumulative Perpetual Preferred Stock, Series A (“Series A Preferred Stock”), consisting of 1,000 shares issued in January 2013. Effective July 10, 2021, First Horizon redeemed its Series A Preferred Stock in full. At redemption, all shares of Series A Preferred Stock were cancelled and reverted to authorized but unissued shares of preferred stock undesignated as to series.
First Horizon filed the amended and restated charter document with the Tennessee Secretary of State’s office on July 27, 2021, effective upon filing. First Horizon’s Amended and Restated Charter is filed as Exhibit 3.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed herewith:
| Exhibit # | Description |
| 3.1 | Amended and Restated Charter of First Horizon Corporation |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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| FIRST HORIZON CORPORATION | 2 | FORM 8-K CURRENT REPORT |
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 Corporation | |||
| (Registrant) | |||
| Date: July 30, 2021 | By: /s/ Clyde A. Billings, Jr. |
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| Clyde A. Billings, Jr. | |||
| Senior Vice President, Assistant | |||
| General Counsel, and Corporate Secretary | |||
| FIRST HORIZON CORPORATION | 3 | FORM 8-K CURRENT REPORT |