01—Abstract
Summary
Summary of the 8-K filed April 17, 2025. Cited figures are marked; the original filing is the authoritative source.
At the Annual Meeting of Shareholders held on April 16, 2025, Regions Financial Corporation's shareholders elected all 14 director nominees to one-year terms expiring at the 2026 annual meeting.
Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025, gave advisory approval to the executive compensation program, and approved the Regions Financial Corporation 2025 Long Term Incentive Plan. The filing states that the full text of each proposal appears in the 2025 Proxy Statement filed with the SEC on March 3, 2025. The shareholder proposal relating to a simple majority vote was also approved, with 647,594,206 votes for, 12,403,520 against, and 37,735,595 abstentions.
Votes on the directors, executive compensation, and the incentive plan each show 104,174,978 broker non-votes. Support for individual directors varied: John M. Turner, Jr. received 643,724,362 votes for and 50,670,867 against, and Ruth Ann Marshall received 652,291,477 for and 44,085,009 against, the largest opposition among the nominees shown.
The filing notes that an archived recording of the annual meeting will be available for a limited time on Regions' investor relations website. This Item 5.07 disclosure reports the results of routine governance votes and does not describe new financial results or strategic actions.
02—Key points
Key Highlights
- All 14 director nominees were elected to one-year terms expiring at the 2026 Annual Meeting of Shareholders.
- Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025, with 759,434,937 votes for and 41,293,970 against.
- Executive compensation program received annual advisory approval, with 659,500,767 votes for and 36,007,194 against.
- Shareholders approved the Regions Financial Corporation 2025 Long Term Incentive Plan, with 660,677,722 votes for and 34,921,157 against.
- A shareholder proposal relating to a simple majority vote was approved, with 647,594,206 votes for, 12,403,520 against, and 37,735,595 abstentions.
- Director support varied, with John M. Turner, Jr. (643,724,362 for; 50,670,867 against) and Ruth Ann Marshall (652,291,477 for; 44,085,009 against) receiving the highest opposition.
- Full proposal text is in the 2025 Proxy Statement filed March 3, 2025, and an archived meeting recording is available on Regions' investor relations website for a limited time.
03—Questions
Frequently Asked Questions
Who was elected to the Regions board at the 2025 Annual Meeting?
Shareholders elected each of the 14 director nominees, including Mark A. Crosswhite, Noopur Davis, Zhanna Golodryga, J. Thomas Hill, Roger W. Jenkins, 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. Each will serve a one-year term expiring at the 2026 annual meeting.
Did shareholders approve the executive compensation program?
Yes. The advisory vote on the executive compensation program received 659,500,767 votes for, 36,007,194 against, and 2,225,360 abstentions, with 104,174,978 broker non-votes.
What did shareholders decide about the 2025 Long Term Incentive Plan?
Shareholders approved the Regions Financial Corporation 2025 Long Term Incentive Plan, with 660,677,722 votes for, 34,921,157 against, and 2,134,442 abstentions, and 104,174,978 broker non-votes.
Which auditor was ratified for fiscal year 2025?
Shareholders ratified the appointment of Ernst & Young LLP as Regions' independent registered public accounting firm for fiscal year 2025, with 759,434,937 votes for, 41,293,970 against, and 1,179,392 abstentions.
What was the outcome of the shareholder proposal on simple majority vote?
Shareholders approved the proposal, with 647,594,206 votes for, 12,403,520 against, and 37,735,595 abstentions. The filing reports no broker non-votes on this proposal.
04—Continue