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 26, 2016

 

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)

 

TN 001-15185 62-0803242
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   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))
 
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) Approval of Amended and Restated Executive Plans

 

On April 26, 2016, the shareholders of First Horizon National Corporation (“First Horizon”) approved amendments to First Horizon’s Equity Compensation Plan and re-approved the Plan as amended and restated. The amendments are effective immediately. The amendments are described in First Horizon’s 2016 Proxy Statement under Vote Item 2 beginning on page 31, which description is incorporated into this item 5.02 by reference.

 

On April 26, 2016, the shareholders approved amendments to First Horizon’s Management Incentive Plan and re-approved the Plan as amended and restated. The amendments are effective immediately, and apply to the awards under the Plan which currently are outstanding. The amendments are described in First Horizon’s 2016 Proxy Statement under Vote Item 3 beginning on page 41, which description is incorporated into this item 5.02 by reference.

 

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

 

(a) & (b) Voting Results for 2015 Annual Meeting

 

On April 26, 2016, First Horizon held its annual meeting of shareholders. At the annual meeting, five vote items were acted upon by the shareholders. The number of votes cast for or against as to each such matter or nominee, and the number of abstentions and broker non-votes as to each such matter or nominee, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share.

 

Vote Item 1: Election of Directors

Outcome: All nominees were elected

Nominee For Against Abstain Broker Non-vote
John C. Compton 180,650,695 2,358,899 78,132 28,789,409
Mark A. Emkes 181,220,131 1,788,033 79,561 28,789,409
Corydon J. Gilchrist 181,243,991 1,715,673 128,062 28,789,409
D. Bryan Jordan 179,841,761 3,152,483 93,482 28,789,409
R. Brad Martin 180,922,060 2,075,126 90,540 28,789,409
Scott M. Niswonger 182,438,349 563,394 85,983 28,789,409
Vicki R. Palmer 180,868,534 2,019,943 199,248 28,789,409
Colin V. Reed 181,736,495 1,249,322 101,909 28,789,409
Cecelia D. Stewart 181,245,533 1,763,126 79,067 28,789,409
Luke Yancy III 179,974,996 2,623,034 489,696 28,789,409
2

Vote Item 2: Approval of Equity Compensation Plan

Outcome: Approved

Details For Against Abstain Broker Non-vote
Proposal to approve amendments to, and to re-approve as amended and restated, the Equity Compensation Plan, as described in the 2016 Proxy Statement 178,080,630 4,134,513 872,582 28,789,409

 

Vote Item 3: Approval of Management Incentive Plan

Outcome: Approved

Details For Against Abstain Broker Non-vote
Proposal to approve amendments to, and to re-approve as amended and restated, the Management Incentive Plan, as described in the 2016 Proxy Statement 178,256,738 3,915,459 915,528 28,789,409

 

Vote Item 4: Advisory Resolution to Approve Executive Compensation

Outcome: Approved

Details For Against Abstain Broker Non-vote
Advisory resolution to approve compensation of certain executive officers as described in the Proxy Statement 178,618,621 3,240,356 1,228,748 28,789,409

 

Vote Item 5: Ratification of Appointment of Auditors

Outcome: Ratified

Auditor For Against Abstain Broker Non-vote
KPMG LLP 200,012,307 10,736,254 1,128,573 0

 

(c) & (d) Not applicable.

 

ITEM 8.01. Other Events

 

On April 26, 2016, an amendment to Section 3.2 of First Horizon’s Bylaws took effect, reducing the number of directors from eleven to ten. The amendment was approved by First Horizon’s Board of Directors on January 26, 2016, and was reported in First Horizon’s Current Report on Form 8-K filed that date. First Horizon’s Bylaws, as in effect following the amendment, are filed as Exhibit 3.1 to this Report.

 

ITEM 9.01. Financial Statements and Exhibits

 

(d) Exhibits. The following exhibits are incorporated by reference:

 

Exhibit # Description
   
3.1 Bylaws, as amended and restated April 26, 2016
3
10.1 Equity Compensation Plan, as amended and restated April 26, 2016, incorporated by reference to Appendix A to First Horizon’s Proxy Statement for its annual meeting on April 26, 2016
   
10.2 Management Incentive Plan, as amended and restated April 26, 2016, incorporated by reference to Appendix B to First Horizon’s Proxy Statement for its annual meeting on April 26, 2016

 

All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.

 

* * * * *

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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.

 

  First Horizon National Corporation  
  (Registrant)  
       
Date: April 27, 2016 By: /s/ Clyde A. Billings, Jr.    
    Senior Vice President, Assistant  
    General Counsel, and Corporate Secretary  
5

EXHIBIT INDEX

 

Exhibit # Description
   
3.1 Bylaws, as amended and restated April 26, 2016
   
10.1 Equity Compensation Plan, as amended and restated April 26, 2016, incorporated by reference to Appendix A to First Horizon’s Proxy Statement for its annual meeting on April 26, 2016
   
10.2 Management Incentive Plan, as amended and restated April 26, 2016, incorporated by reference to Appendix B to First Horizon’s Proxy Statement for its annual meeting on April 26, 2016
6