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 17, 2012
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE | 000-50831 | 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: (205) 944-1300
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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At Regions’ annual meeting of stockholders held on May 17, 2012, the stockholders reelected Regions’ 16 incumbent Directors standing for election, approved executive compensation, approved “1 Year” as the frequency of stockholder votes on executive compensation, ratified the selection of Ernst & Young LLP as Regions’ independent registered public accounting firm for the 2012 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 16 Directors was held and the shares were voted as follows for the election of each of the following:
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Samuel W. Bartholomew, Jr. |
879,434,965 | 99,909,381 | 2,555,757 | 216,907,180 | ||||||||||||
| George W. Bryan |
960,818,334 | 18,577,758 | 2,504,011 | 216,907,180 | ||||||||||||
| Carolyn H. Byrd |
953,519,975 | 25,858,401 | 2,521,727 | 216,907,180 | ||||||||||||
| David J. Cooper, Sr. |
858,027,282 | 121,493,117 | 2,379,704 | 216,907,180 | ||||||||||||
| Earnest W. Deavenport, Jr. |
867,100,059 | 112,146,473 | 2,653,571 | 216,907,180 | ||||||||||||
| Don DeFosset |
943,677,811 | 35,425,530 | 2,796,762 | 216,907,180 | ||||||||||||
| Eric C. Fast |
935,575,391 | 43,577,165 | 2,747,547 | 216,907,180 | ||||||||||||
| O. B. Grayson Hall, Jr. |
959,539,676 | 19,965,761 | 2,394,666 | 216,907,180 | ||||||||||||
| John D. Johns |
931,388,202 | 48,037,806 | 2,474,095 | 216,907,180 | ||||||||||||
| Charles D. McCrary |
940,946,343 | 38,524,122 | 2,429,638 | 216,907,180 | ||||||||||||
| James R. Malone |
946,484,870 | 32,791,214 | 2,624,019 | 216,907,180 | ||||||||||||
| Ruth Ann Marshall |
959,130,023 | 20,185,647 | 2,584,433 | 216,907,180 | ||||||||||||
| Susan W. Matlock |
951,588,427 | 27,982,399 | 2,329,277 | 216,907,180 | ||||||||||||
| John E. Maupin, Jr. |
957,419,516 | 21,746,156 | 2,734,431 | 216,907,180 | ||||||||||||
| John R. Roberts |
950,387,875 | 28,927,366 | 2,584,862 | 216,907,180 | ||||||||||||
| Lee J. Styslinger III |
942,615,007 | 37,021,913 | 2,263,183 | 216,907,180 | ||||||||||||
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 27, 2012. The vote with respect to this proposal was:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 934,487,050 | 37,007,148 | 10,405,905 | 216,907,180 |
3. Advisory vote on the frequency of “say on pay” votes was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 27, 2012. The vote with respect to this proposal was:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 897,802,254 | 2,462,889 | 77,101,453 | 4,533,507 | 216,907,180 |
4. Regions proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the 2012 fiscal year was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 27, 2012. The vote with respect to this proposal was:
| For |
Against |
Abstain |
Broker | |||
| 1,163,072,131 | 33,044,429 | 2,690,723 | 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 27, 2012. The vote with respect to this proposal was:
| For |
Against |
Abstain |
Broker | |||
| 347,062,440 | 561,903,140 | 72,934,523 | 216,907,180 |
Annual Frequency of Say on Pay Advisory Votes
Based on the voting results for proposal number 3 above for which Regions stockholders approved the recommendation of the Board of Directors to hold an annual advisory vote on executive compensation (“say on pay”), the Board affirmed its recommendation and elected at this time to hold future say on pay advisory votes on an annual basis, until the next stockholder vote on say on pay frequency.
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: May 22, 2012