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.