01—Abstract
Summary
Summary of the 8-K filed December 11, 2024. Cited figures are marked; the original filing is the authoritative source.
Regions Financial Corporation disclosed in this Form 8-K that its Board of Directors appointed Roger W.
Jenkins to the Board of Regions Financial Corporation and to the Board of its wholly owned subsidiary, Regions Bank, effective January 1, 2025. The Board appointment was made on December 10, 2024, and increases the size of the Boards to fourteen members. Mr. Jenkins, 63, is currently Chief Executive Officer of Murphy Oil Corporation, and he will serve on the Risk Committee and the Technology Committee of the Boards.
The Boards affirmatively determined that he is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Principles. Under the Director Compensation Program, Mr. Jenkins will receive a restricted stock unit grant under the 2015 Long Term Incentive Plan, to be made as of January 1, 2025, with a grant date value of $43,333,a representing the prorated annual equity retainer paid to all non-employee Directors. The units vest on the date of the 2025 Annual Meeting of Shareholders, or earlier upon death, disability, or termination without cause following a change in control.
The filing states there are no arrangements or understandings pursuant to which he was appointed, and no related person transactions requiring disclosure under Item 404(a) of Regulation S-K. The filing also attaches a December 11, 2024 press release (Exhibit 99.1) announcing the appointment.
That release states that Mr. Jenkins has been with Murphy Oil since 2001 and became its director, president and CEO in 2013, and that Murphy Oil has announced he will retire from its board on December 31, 2024 and remain in an advisory role until full retirement on December 31, 2025. The release describes Regions as having $157 billionb in assets.
02—Key points
Key Highlights
- Roger W. Jenkins appointed to the Boards of Regions Financial Corporation and Regions Bank, effective January 1, 2025
- Board size increases to fourteen members with the appointment
- Mr. Jenkins, 63, is currently CEO of Murphy Oil Corporation, and has been with Murphy Oil since 2001
- Assigned to the Risk Committee and the Technology Committee of the Boards
- Boards affirmatively determined Mr. Jenkins is independent under NYSE listing standards and the Company's Corporate Governance Principles
- Director equity grant of restricted stude units valued at $43,333 (prorated annual equity retainer), vesting at the 2025 Annual Meeting of Shareholders
- Murphy Oil has announced Mr. Jenkins will retire from its board on December 31, 2024 and remain in an advisory role until full retirement on December 31, 2025
03—Questions
Frequently Asked Questions
Who was appointed to the Regions boards and when does it take effect?
Roger W. Jenkins was appointed by the Board on December 10, 2024 to the Board of Regions Financial Corporation and to the Board of its subsidiary Regions Bank. The appointments are effective January 1, 2025.
What committees will Mr. Jenkins serve on?
He will serve on the Risk Committee and the Technology Committee of the Boards.
How is Mr. Jenkins compensated as a director?
He will receive customary fees and equity awards under the Director Compensation Program, including a restricted stock unit grant under the 2015 Long Term Incentive Plan made as of January 1, 2025, with a grant date value of $43,333. The units vest on the date of the 2025 Annual Meeting of Shareholders, or earlier in cases of death, disability, or termination without cause following a change in control.
Are there any related party transactions or special arrangements tied to the appointment?
The filing states there are no arrangements or understandings with other persons under which he was appointed, and no related person transactions involving Mr. Jenkins that would require disclosure under Item 404(a) of Regulation S-K.
What does the press release say about Mr. Jenkins's background?
The press release states he has been with Murphy Oil since 2001, became director, president and CEO in 2013, and previously spent 17 years with Texaco. Murphy Oil has said he will retire from its board on December 31, 2024 and remain in an advisory role until full retirement on December 31, 2025.
04—Continue