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): May 19, 2011
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE | 000-50831 | 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) 326-5807
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 Regions’ annual meeting of stockholders held on May 19, 2011, the stockholders reelected Regions’ 14 incumbent Directors standing for election, approved executive compensation, ratified the selection of Ernst & Young LLP as Regions’ independent registered public accounting firm for the 2011 fiscal year, and rejected a stockholder proposal regarding posting a report, updated semi-annually, of political contributions.
The following is a summary of the voting proposals for each matter presented to our stockholders:
| 1. | An election of 14 Directors was held and the shares were voted as follows for the election of each of the following: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||||||
| Samuel W. Bartholomew, Jr. |
824,832,368 | 75,254,424 | 4,428,806 | 186,692,686 | ||||||||||||
| George W. Bryan |
873,431,562 | 26,563,087 | 4,520,949 | 186,692,686 | ||||||||||||
| Carolyn H. Byrd |
873,752,325 | 26,281,995 | 4,481,278 | 186,692,686 | ||||||||||||
| David J. Cooper, Sr. |
687,115,871 | 212,884,240 | 4,515,487 | 186,692,686 | ||||||||||||
| Earnest W. Deavenport, Jr. |
789,960,211 | 110,051,188 | 4,504,199 | 186,692,686 | ||||||||||||
| Don DeFosset |
763,756,954 | 136,237,057 | 4,521,587 | 186,692,686 | ||||||||||||
| Eric C. Fast |
870,456,316 | 29,441,549 | 4,617,733 | 186,692,686 | ||||||||||||
| O. B. Grayson Hall, Jr. |
876,646,904 | 23,393,567 | 4,475,127 | 186,692,686 | ||||||||||||
| Charles D. McCrary |
866,491,886 | 33,518,441 | 4,505,271 | 186,692,686 | ||||||||||||
| James R. Malone |
761,438,276 | 138,686,423 | 4,390,899 | 186,692,686 | ||||||||||||
| Susan W. Matlock |
762,920,778 | 137,141,250 | 4,453,570 | 186,692,686 | ||||||||||||
| John E. Maupin, Jr. |
873,854,098 | 26,063,435 | 4,598,065 | 186,692,686 | ||||||||||||
| John R. Roberts |
877,757,141 | 22,189,318 | 4,569,139 | 186,692,686 | ||||||||||||
| Lee J. Styslinger III |
763,497,647 | 136,506,360 | 4,511,591 | 186,692,686 | ||||||||||||
2. 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 29, 2011. The vote with respect to this proposal was:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 754,724,970 |
143,322,004 | 6,468,624 | 186,692,686 | |||
3. Regions proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the 2011 fiscal year was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 29, 2011. The vote with respect to this proposal was:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 1,068,947,508 |
17,795,256 | 4,465,520 | 0 | |||
4. A stockholder proposal regarding posting a report, updated semi-annually, of political contributions was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 29, 2011. The vote with respect to this proposal was:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 195,537,482 |
505,786,629 | 203,191,487 | 186,692,686 | |||
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/ Fournier J. Gale, III | |
| Name: | Fournier J. Gale, III | |
| Title: | Senior Executive Vice President, | |
| General Counsel and Corporate Secretary | ||
Date: May 24, 2011