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): May 16, 2013

 

 

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))

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the annual meeting of stockholders of Regions Financial Corporation (“Regions”) on May 16, 2013, the stockholders approved the Regions Financial Corporation Executive Incentive Plan (the “Plan”). The Plan is an annual incentive compensation plan pursuant to which Regions executive officers and other key personnel may be paid annual incentive compensation, based on achievement of predetermined performance goals. Incentive awards to certain key individuals under the Plan are intended to be considered “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code.

The above description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan document included as Appendix A to Regions’ Proxy Statement dated and filed with the Securities and Exchange Commission on March 26, 2013 and which Appendix A is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At Regions’ annual meeting of stockholders held on May 16, 2013, the stockholders reelected Regions’ 14 incumbent Directors standing for election, approved executive compensation, approved an executive incentive plan, ratified the selection of Ernst & Young LLP as Regions’ independent registered public accounting firm for the 2013 fiscal year, and rejected a stockholder proposal regarding posting a report, updated semi-annually, of political contributions.

The following is a summary of the voting proposals for each matter presented to our stockholders:

1. An election of 14 Directors was held and the shares were voted as follows for the election of each of the following:

 

		For				Against				Abstain				Broker Non-Votes
George W. Bryan			968,902,964				18,224,563				4,307,627				208,245,063
Carolyn H. Byrd			964,602,189				22,567,117				4,265,848				208,245,063
David J. Cooper, Sr.			971,594,788				15,471,052				4,369,314				208,245,063
Don DeFosset			969,971,892				17,087,283				4,375,979				208,245,063
Eric C. Fast			953,030,300				34,033,205				4,371,649				208,245,063
O. B. Grayson Hall, Jr.			968,737,141				18,235,107				4,462,906				208,245,063
John D. Johns			944,474,997				42,562,875				4,397,282				208,245,063
Charles D. McCrary			955,008,829				32,058,255				4,368,070				208,245,063
James R. Malone			966,033,343				20,972,488				4,429,323				208,245,063
Ruth Ann Marshall			971,830,828				15,312,777				4,291,549				208,245,063
Susan W. Matlock			966,275,715				20,760,392				4,399,047				208,245,063
John E. Maupin, Jr.			964,519,087				22,630,765				4,285,302				208,245,063
John R. Roberts			966,336,515				20,696,512				4,402,127				208,245,063
Lee J. Styslinger III			971,287,004				15,773,090				4,375,060				208,245,063

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2. Nonbinding stockholder approval of executive compensation was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 26, 2013. The vote with respect to this proposal was:

 

For		Against		Abstain		Broker Non-Votes
942,429,224		43,935,794		5,070,136		208,245,063

3. Approval of the Regions Financial Corporation Executive Incentive Plan was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 26, 2013. The vote with respect to this proposal was:

 

For		Against		Abstain		Broker Non-Votes
941,459,025		45,196,776		4,779,353		208,245,063

4. Regions proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the 2013 fiscal year was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 26, 2013. The vote with respect to this proposal was:

 

For		Against		Abstain		Broker Non-Votes
1,176,684,824		20,254,682		2,740,711		0

5. A stockholder proposal regarding posting a report, updated semi-annually, of political contributions was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 26, 2013. The vote with respect to this proposal was:

 

For		Against		Abstain		Broker Non-Votes
347,942,709		593,858,437		49,634,008		208,245,063

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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.

 

Date: May 21, 2013