REGIONS FINANCIAL CORPORATION (NYSE:RF) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 8.01 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.
On July 27, 2017, the Board of Directors (the “Board”) of Regions Financial Corporation (the “Company”) approved and adopted amendments to the Company’s Amended and Restated By-Laws (as so amended, the “By-Laws”) to implement proxy access and make certain other changes summarized below.
Section 8 has been added to Article II of the By-Laws to permit a stockholder, or a group of up to twenty stockholders, owning three percent or more of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s annual meeting proxy materials directors constituting up to the greater of two individuals or twenty percent of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws and the Company receives notice of such nomination between one hundred and fifty and one hundred and twenty days prior to the anniversary date of the previous year’s annual proxy materials mailing.
In addition, Article II, Section 7(C)(3) has been updated to clarify that stockholders, as well as their nominees, must comply with all applicable requirements of the Securities and Exchange Act of 1934, as well as the federal and state banking requirements applicable to the Company and any banking subsidiary, at the time the stockholder’s notice of nomination or proposal is delivered to the Company and at all times thereafter, and a number of non-substantive, ministerial, clarifying and conforming changes have been made to Article II, as well as throughout the By-Laws.
The foregoing summary is qualified in its entirety by reference to the By-Laws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated in this Item 8.01 by reference.
Item 8.01Other Events.
On July 27, 2017, the Company announced an increase in the quarterly cash dividend to be paid on its common stock of 28.57 percent, or $0.02, to $0.09, payable on September 29, 2017.
A copy of the press release announcing the above events is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
Exhibit No.Exhibit
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3.2 |
By-Laws of Regions Financial Corporation as amended and restated as of July 27, 2017. |
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99.1 |
Press Release dated July 27, 2017. |
REGIONS FINANCIAL CORP ExhibitEX-3.2 2 rfcbylaws7-27×17.htm EXHIBIT 3.2 Exhibit EXHIBIT 3.2BY-LAWS OF REGIONS FINANCIAL CORPORATION(As amended and restated July 27,…To view the full exhibit click here
About REGIONS FINANCIAL CORPORATION (NYSE:RF)
Regions Financial Corporation is a financial holding company. The Company conducts its banking operations through Regions Bank, an Alabama state-chartered commercial bank, which is a member of the Federal Reserve System. It operates in three segments: Corporate Bank, which represents its commercial banking functions, including commercial and industrial, commercial real estate and investor real estate lending; Consumer Bank, which represents its branch network, including consumer banking products and services related to residential first mortgages, home equity lines and loans, small business loans, indirect loans, consumer credit cards and other consumer loans, as well as the corresponding deposit relationships, and Wealth Management, which offers individuals, businesses, governmental institutions and non-profit entities a range of solutions to enable transfer of wealth. It provides traditional commercial, retail and mortgage banking services, as well as other financial services.