8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 21, 2016
 
 
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
DELAWARE
 
001-34034
 
63-0589368
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1900 FIFTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(Address, including zip code, of principal executive office)
Registrant’s telephone number, including area code: (205) 581-7890
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Regions Financial Corporation ("Regions") held on April 21, 2016, the stockholders reelected Regions’ 11 incumbent Directors standing for election, ratified the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for the 2016 fiscal year, and approved executive compensation.
The following is a summary of the voting proposals for each matter presented to our stockholders:
1. An election of 11 Directors was held and the shares were voted as follows for the election of each of the following:

 
 
For
Against
Abstain
Broker
Non-Votes
Carolyn H. Byrd
 
906,195,080

11,865,611

1,821,405

 
179,556,450

 
David J. Cooper, Sr.
 
903,622,614

14,467,746

1,791,736

 
179,556,450

 
Don DeFosset
 
903,250,026

14,825,453

1,806,617

 
179,556,450

 
Eric C. Fast
 
913,200,028

4,841,825

1,840,243

 
179,556,450

 
O. B. Grayson Hall, Jr.
 
874,174,376

34,337,489

11,370,231

 
179,556,450

 
John D. Johns
 
906,536,662

11,525,026

1,820,408

 
179,556,450

 
Ruth Ann Marshall
 
909,184,754

8,907,659

1,789,683

 
179,556,450

 
Susan W. Matlock
 
901,520,357

16,570,883

1,790,856

 
179,556,450

 
John E. Maupin, Jr.
 
908,568,760

9,460,121

1,853,215

 
179,556,450

 
Charles D. McCrary
 
888,714,919

29,332,414

1,834,763

 
179,556,450

 
Lee J. Styslinger III
 
898,523,537

19,534,418

1,824,141

 
179,556,450

 

2. Regions' proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the 2016 fiscal year was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 8, 2016. The vote with respect to this proposal was:  

For
Against
Abstain
Broker
Non-Votes
1,083,943,601
11,250,541
4,244,404
0

3. Nonbinding stockholder approval of executive compensation was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 8, 2016. The vote with respect to this proposal was:

For
Against
Abstain
Broker
Non-Votes
865,644,864
46,899,785
7,337,447
179,556,450








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
                                
 
 
 
REGIONS FINANCIAL CORPORATION
 
 
By:
 
/s/ Hope D. Mehlman
Name:
 
Hope D. Mehlman
Title:
 
Senior Vice President,
 
 
Assistant General Counsel and
 
 
Assistant Corporate Secretary
Date: April 26, 2016