SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

April 27, 2010 (April 22, 2010)
Date of Report
(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

Georgia		1-10312		58-1134883
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)

(706) 644-4982
(Registrant’s telephone number, including area code)

     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 5.03		Amendments to Articles of Incorporation or Bylaws., Changes in Fiscal Year.

Amendment to Articles of Incorporation to Increase Authorized Common Stock

On April 22, 2010, the shareholders of Synovus Financial Corp. (the “Company”) approved an amendment (the “Share Increase Amendment”) to Article 4 of the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock, par value $1.00 per share (“Common Stock”) to 1,200,000,000 shares.

The Share Increase Amendment was approved by the Company’s board of directors (the “Board”) on January 28, 2010, subject to shareholder approval, and was effective upon approval by the Company’s shareholders and the filing of the Articles Amendment with the Secretary of State of Georgia on April 22, 2010. The full text of the Share Increase Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by this reference. The above summary is qualified in its entirety by reference to the full text of the Share Increase Amendment filed as Exhibit 3.1.

Articles of Designation – Series B Participating Preferred Stock

On April 27, 2010, the Company filed with the Secretary of State of the State of Georgia Articles of Amendment to the Company’s Articles of Incorporation, as amended (the “Series B Designations Amendment”) authorizing the issuance of up to 2,500 shares of Series B Participating Cumulative Participating Preferred Stock (“Series B Preferred Stock”) and setting forth the voting and other powers, designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series B Preferred Stock. A copy of the Series B Designations Amendment is filed herewith as Exhibits 3.2 and incorporated herein by reference.

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

The Company’s 2010 annual shareholders’ meeting was held on April 22, 2010. Following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.

Proposal 1

The proposal was to elect as directors the eighteen nominees named in the proxy statement for Synovus’ 2010 Annual Meeting of Shareholders.

Nominee		Votes For				Votes Against				Abstentions
Daniel P. Amos			1,219,073,053				136,385,148				9,640,079
Richard E. Anthony			1,322,990,980				32,576,746				9,530,554
James H. Blanchard			1,321,601,161				34,060,164				9,436,955
Richard Y. Bradley			1,189,137,589				166,385,192				9,575,499
Frank W. Brumley			1,205,593,079				145,649,007				13,856,194
Elizabeth W. Camp			1,229,233,759				122,153,161				13,711,360
Gardiner W. Garrard, Jr.			1,286,311,172				64,471,223				14,315,885
T. Michael Goodrich			1,230,089,893				120,540,183				14,468,204
V. Nathaniel Hansford			1,227,057,093				124,226,696				13,814,491
Mason H. Lampton			1,237,050,825				114,189,692				13,857,763
Elizabeth C. Ogie			1,236,371,878				115,166,338				13,560,064
H. Lynn Page			1,239,764,849				115,218,004				10,115,427
J. Neal Purcell			1,237,730,324				112,797,641				14,570.315
Kessel D. Stelling, Jr.			1,320,634,254				29,910,856				14,553,170
Melvin T. Stith			1,228,508,929				123,294,562				13,294,789
Philip W. Tomlinson			1,286,041,392				64,578,669				14,478,219
William B. Turner, Jr.			1,291,462,254				63,213,996				10,422,030
James D. Yancey			1,325,325,989				29,656,858				10,115,433

     There were 119,842,952 broker non-votes for each director on this proposal.

Proposal 2

The proposal was to amend Article 4 of the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock.

		Votes For				Votes Against				Abstentions
			1,381,777,385				88,306,221				14,857,625

Proposal 3

The proposal was to approve the compensation of Synovus’ named executive officers as determined by the Compensation Committee.

		Votes For				Votes Against				Abstentions
			1,374,124,827				82,212,405				28,603,999

Proposal 4

The proposal was to ratify the appointment of KPMG LLP as Synovus’ independent auditor for the fiscal year ended December 31, 2010.

		Votes For				Votes Against				Abstentions
			1,462,692,915				14,088,969				8,159,347

Item 9.01		Financial Statements and Exhibits

                (d) Exhibits

Exhibit No.		Description
3.1		Articles of Amendment to Articles of Incorporation of Synovus Financial Corp.
3.2		Articles of Amendment to Articles of Incorporation of Synovus Financial Corp. establishing the terms of the Series B Participating Cumulative Preferred Stock.

Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.