Document


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, 2017
 
 
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
DELAWARE
 
001-34034
 
63-0589368
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1900 FIFTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(Address, including zip code, of principal executive office)
Registrant’s telephone number, including area code: (800) 734-4667
 
 
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 communication 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))

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

At the Annual Meeting of Stockholders of Regions Financial Corporation ("Regions") held on April 20, 2017, the stockholders reelected Regions’ 14 incumbent Directors standing for election, ratified the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for the 2017 fiscal year, and approved executive compensation. The stockholders cast their votes as described below.
The following is a summary of the voting proposals for each matter presented to our stockholders:
1. The14 individuals listed below were elected at the Annual Meeting to serve as Directors of Regions until the next annual meeting of stockholders or until their successors are duly elected and qualified:

 
 
For
Against
Abstain
Broker
Non-Votes
Carolyn H. Byrd
 
875,059,011

6,660,410

1,465,162

 
157,036,812

 
David J. Cooper, Sr.
 
865,956,258

15,738,984

1,489,341

 
157,036,812

 
Don DeFosset
 
864,373,524

17,269,547

1,541,512

 
157,036,812

 
Samuel A. Di Piazza, Jr.
 
874,103,324

7,532,448

1,548,811

 
157,036,812

 
Eric C. Fast
 
878,879,094

2,746,666

1,558,823

 
157,036,812

 
O. B. Grayson Hall, Jr.
 
845,996,408

33,467,448

3,720,727

 
157,036,812

 
John D. Johns
 
872,442,527

9,220,781

1,521,275

 
157,036,812

 
Ruth Ann Marshall
 
878,277,059

3,447,384

1,460,140

 
157,036,812

 
Susan W. Matlock
 
869,416,146

12,286,524

1,481,913

 
157,036,812

 
John E. Maupin, Jr.
 
867,574,124

14,035,771

1,574,688

 
157,036,812

 
Charles D. McCrary
 
853,611,002

26,310,360

3,263,221

 
157,036,812

 
James T. Prokopanko
 
878,259,240

3,368,744

1,556,599

 
157,036,812

 
Lee J. Styslinger III
 
858,191,776

21,649,052

3,343,755

 
157,036,812

 
José S. Suquet
 
875,053,015

6,538,507

1,593,061

 
157,036,812

 

2. Regions' proposal to ratify the appointment of Ernst & Young LLP as independent auditors of Regions to serve for the 2017 fiscal year was submitted to the stockholders at the meeting and was approved. The full text of the proposal is included in the Proxy Statement dated March 7, 2017. The vote with respect to this proposal was:  

For
Against
Abstain
Broker
Non-Votes
1,022,760,268
16,306,127
1,155,000
0

3. Nonbinding stockholder approval of executive compensation was submitted to the stockholders at the meeting and was approved. The full text of the proposal is included in the Proxy Statement dated March 7, 2017. The vote with respect to this proposal was:

For
Against
Abstain
Broker
Non-Votes
849,010,158
30,847,981
3,326,444
157,036,812








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.
 
                                
 
 
 
REGIONS FINANCIAL CORPORATION
 
 
By:
 
/s/ Fournier J. Gale, III
Name:
 
Fournier J. Gale, III
Title:
 
Senior Executive Vice President,
 
 
General Counsel and Corporate
 
 
Secretary
Date: April 25, 2017