01—Abstract
Summary
Summary of the 8-K filed April 18, 2024. Cited figures are marked; the original filing is the authoritative source.
Regions Financial Corporation (Regions) filed this Form 8-K to report the results of its 2024 Annual Meeting of Shareholders, held on April 17, 2024.
Shareholders elected all 13 director nominees to one-year terms expiring at the 2025 Annual Meeting, ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024, and approved the executive compensation program. Shareholders also expressed a preference for annual advisory votes on executive compensation, and the Board affirmed its recommendation to continue holding them annually. The voting detail shows clear support for management's proposals.
Ernst & Young was ratified with 779,288,132 votes for and 33,271,449 against. The executive compensation advisory vote received 667,888,758 for and 32,994,487 against. On frequency, 681,882,650 votes favored every year, compared with 18,362,257 for every three years and 1,259,803 for every two years.
Director support varied more. John M. Turner, Jr. received the most votes against (41,763,282), followed by Ruth Ann Marshall (37,390,067) and Lee J.
Styslinger III (33,801,718). Shareholders did not approve the shareholder proposal on a report on risks of politicized de-banking, which received 10,634,204 votes for, 673,164,762 against and 19,189,364 abstentions. The filing states that the full proposal texts appear in Regions' 2024 Proxy Statement, filed with the SEC on March 4, 2024, and that an archived recording of the annual meeting will be available on Regions' investor website for a limited time.
02—Key points
Key Highlights
- All 13 director nominees were elected to one-year terms expiring at the 2025 Annual Meeting of Shareholders.
- Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024, with 779,288,132 votes for and 33,271,449 against.
- The advisory vote approving the executive compensation program passed with 667,888,758 votes for and 32,994,487 against.
- Shareholders preferred annual advisory votes on executive compensation (681,882,650 votes for every year), and the Board affirmed continuing annual votes.
- The shareholder proposal on a report on risks of politicized de-banking was not approved, with 673,164,762 votes against and 10,634,204 for.
- John M. Turner, Jr. (41,763,282 against) and Ruth Ann Marshall (37,390,067 against) received the largest numbers of votes against among director nominees.
- Broker non-votes were 110,818,886 on each director, executive compensation and de-banking proposal.
03—Questions
Frequently Asked Questions
Who was elected to Regions' Board of Directors at the 2024 Annual Meeting?
All 13 incumbent director nominees were elected to serve one-year terms expiring at the 2025 Annual Meeting of Shareholders, or until their successors are elected and qualified. The nominees are Mark A. Crosswhite, Noopur Davis, Zhanna Golodryga, J. Thomas Hill, Joia M. Johnson, Ruth Ann Marshall, James T. Prokopanko, Alison S. Rand, William C. Rhodes, III, Lee J. Styslinger III, José S. Suquet, John M. Turner, Jr. and Timothy Vines.
Who is Regions' independent auditor for fiscal year 2024?
Shareholders ratified the appointment of Ernst & Young LLP as Regions' independent registered public accounting firm for fiscal year 2024, with 779,288,132 votes for, 33,271,449 against and 1,247,635 abstentions.
Will Regions continue to hold advisory votes on executive compensation every year?
Yes. Shareholders preferred an annual advisory vote, with 681,882,650 votes for every year, 1,259,803 for every two years, 18,362,257 for every three years and 1,483,620 abstentions. The Board of Directors affirmed its recommendation and elected to continue annual advisory votes.
What happened with the shareholder proposal on de-banking?
Shareholders did not approve the proposal for a report on risks of politicized de-banking. It received 10,634,204 votes for, 673,164,762 against and 19,189,364 abstentions.
Where can investors find more information about the annual meeting and the proposals?
The full text of each proposal is included in Regions' 2024 Proxy Statement, filed with the SEC on March 4, 2024. An archived recording of the 2024 Annual Meeting will be available for a limited time at ir.regions.com/governance/annual-meeting-of-shareholders.
04—Continue