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REGIONS FINANCIAL CORPORATION (NYSE:RF) Files An 8-K Submission of Matters to a Vote of Security Holders

REGIONS FINANCIAL CORPORATION (NYSE:RF) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Regions Financial Corporation ("Regions") held on April 25, 2018, the stockholders reelected Regions’ 13 incumbent Directors standing for election, ratified the appointment of Ernst& Young LLP as Regions’ independent registered public accounting firm for the 2018 fiscal year, approved executive compensation, and approved "Every Year" as the frequency of stockholder votes on executive compensation. The stockholders cast their votes as described below.

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

Proposal 1: Election of Directors.

The 13 individuals listed below were elected at the 2018 Annual Meeting to serve as Directors of Regions until the next annual meeting of stockholders or until their successors are duly elected and qualified:

For

Against

Abstain

Broker Non-Votes

Carolyn H. Byrd

800,009,657

2,859,234

742,454

146,284,621

Don DeFosset

772,383,342

30,265,350

962,653

146,284,621

Samuel A. Di Piazza, Jr.

792,773,699

10,056,445

781,201

146,284,621

Eric C. Fast

800,065,808

2,728,703

816,834

146,284,621

O. B. Grayson Hall, Jr.

750,849,308

49,718,515

3,043,522

146,284,621

John D. Johns

780,784,662

21,885,431

941,252

146,284,621

Ruth Ann Marshall

800,114,411

2,718,135

778,799

146,284,621

Susan W. Matlock

780,343,999

22,385,719

881,627

146,284,621

John E. Maupin, Jr.

781,800,428

20,990,106

820,811

146,284,621

Charles D. McCrary

760,074,140

38,970,213

4,566,992

146,284,621

James T. Prokopanko

798,291,282

4,479,847

840,216

146,284,621

Lee J. Styslinger III

765,418,139

33,590,888

4,602,318

146,284,621

José S. Suquet

796,415,200

6,364,849

831,296

146,284,621

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

Regions' proposal to ratify the appointment of Ernst& Young LLP as independent auditors of Regions to serve for the 2018 fiscal year was approved. The full text of the proposal is included in the Proxy Statement dated March9, 2018. The vote with respect to this proposal was:

For

Against

Abstain

Broker

Non-Votes

921,428,440

27,423,800

1,043,726

Proposal 3: Advisory Vote on Executive Compensation.

The Company's stockholders gave advisory approval of executive compensation as disclosed in the Proxy Statement dated March 9, 2018. The vote with respect to this proposal was:

For

Against

Abstain

Broker

Non-Votes

756,898,691

44,051,580

2,661,074

146,284,621

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

Holders of a majority of the Company's shares voted expressed a preference to hold future advisory votes on executive compensation on an annual basis. The full text of the proposal is included in the Proxy Statement dated March 9, 2018. The vote with respect to this proposal was:

Every Year

Every Two Years

Every Three Years

Abstain

775,068,728

1,948,209

24,533,428

2,060,980

Annual Frequency of Say-on-Pay Advisory Votes

After considering the voting results for proposal number 4 above in 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.

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.

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