01—Abstract
Summary
Summary of the 8-K filed February 14, 2024. Cited figures are marked; the original filing is the authoritative source.
Regions Financial Corporation (NYSE: RF) reported in a February 14, 2024 Form 8-K that its Board of Directors appointed William C.
Rhodes, III to the Board of Regions Financial Corporation and to the Board of its wholly owned subsidiary, Regions Bank, effective March 1, 2024. Rhodes, 58, is currently Executive Chairman of AutoZone, Inc. The appointment increases the size of the Boards to fifteen members, and Rhodes will serve on the Audit Committee and the Compensation and Human Resources Committee. The Boards determined he is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Principles.
As compensation, Rhodes will receive customary director fees and equity awards under Regions' Director Compensation Program. At the start of his service on March 1, 2024, he will receive restricted stock units with a grant date value of $21,667,a the prorated annual equity retainer for the current year. The units vest on the date of the 2024 Annual Meeting of Shareholders, or earlier upon death, disability, or termination without cause following a change in control.
The filing states there are no related person transactions requiring disclosure under Item 404(a) of Regulation S-K. The filing also furnishes a press release dated February 14, 2024, announcing the appointment. That release describes Rhodes' 18-year tenure as President and CEO of AutoZone, which he concluded in January, and notes that Regions has $152 billionb in assets and operates approximately 1,250 banking offices.
02—Key points
Key Highlights
- William C. Rhodes, III appointed to the Regions Financial Corporation Board and the Regions Bank Board, effective March 1, 2024.
- Rhodes, 58, is currently Executive Chairman of AutoZone, Inc. and previously served as its President and CEO for 18 years.
- The appointment increases the size of the Boards to fifteen members.
- Rhodes will serve on the Audit Committee and the Compensation and Human Resources Committee.
- The Boards affirmatively determined Rhodes is independent under NYSE listing standards and the Company's Corporate Governance Principles.
- Initial equity grant of restricted stock units with a grant date value of $21,667, prorated for the current year, vesting at the 2024 Annual Meeting of Shareholders.
- Regions reported $152 billion in assets and approximately 1,250 banking offices in the accompanying press release.
03—Questions
Frequently Asked Questions
Who was appointed to the Regions boards?
William C. Rhodes, III, 58, was appointed to the Board of Regions Financial Corporation and the Board of its subsidiary Regions Bank, effective March 1, 2024. He is currently Executive Chairman of AutoZone, Inc.
What committees will the new director serve on?
Rhodes will serve on the Audit Committee and the Compensation and Human Resources Committee of the Boards.
How is the new director compensated?
He will receive customary director fees and equity awards under the Director Compensation Program. His initial grant is restricted stock units with a grant date value of $21,667, which vest on the date of the 2024 Annual Meeting of Shareholders, or earlier in cases of death, disability, or termination without cause following a change in control.
Does the appointment change the board size?
Yes. The appointment increases the size of the Boards to fifteen members.
Is the new director considered independent?
Yes. The Boards affirmatively determined that Rhodes is independent under NYSE listing standards and the Company's Corporate Governance Principles, and that he meets the SEC and NYSE eligibility and independence requirements for the Audit and Compensation and Human Resources Committees.
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