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 17, 2012

 

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

TN
001-15185
62-0803242

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

165 MADISON AVENUE

MEMPHIS, TENNESSEE

38103

(Address of Principal Executive Office)

(Zip Code)

 

Registrant's telephone number, including area code - (901) 523-4444

 

(Former name or former address, if changed from last report)

 

_____________________________________________

 

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 communications 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)       On April 17, 2012, the shareholders of the Company approved amendments to the Company’s Equity Compensation Plan and re-approved the Plan as amended and restated. The amendments are effective immediately. The amendments are described in the Company’s 2012 Proxy Statement under Vote Item 2 beginning on page 23, which description is incorporated into this item 5.02 by reference.

On April 17, 2012, the shareholders of the Company approved amendments to the Company’s Management Incentive Plan and re-approved the Plan as amended and restated. The amendments are effective immediately for the fiscal year commencing January 1, 2012. The amendments are described in the Company’s 2012 Proxy Statement under Vote Item 3 beginning on page 29, which description is incorporated into this item 5.02 by reference.

 

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

 

Voting Results for 2012 Annual Meeting

(a) On April 17, 2012, the Company held its annual meeting of shareholders.

(b) At the annual meeting, five vote items were acted upon by the shareholders. The number of votes cast for, against, or withheld as to each such matter or nominee, and the number of abstentions and broker non-votes as to each such matter or nominee, have been certified and are set forth below:

 

Vote Item 1: Election of Directors

Outcome: All nominees were elected

Nominee    For Withheld Abstain Broker Nonvote
Robert B. Carter    186,958,931 7,127,756 3,460,511 31,929,121
John C. Compton    188,954,723 5,472,172 3,120,303 31,929,121
Mark A. Emkes    183,022,129 11,407,198 3,117,871 31,929,121
Vicky B. Gregg    186,848,750 7,599,222 3,099,226 31,929,121
James A. Haslam, III    187,731,156 6,718,404 3,097,638 31,929,121
D. Bryan Jordan    190,388,195 4,051,196 3,107,807 31,929,121
R. Brad Martin    187,684,971 6,731,498 3,130,729 31,929,121
Scott M. Niswonger    192,882,190 1,524,744 3,140,264 31,929,121
Vicki R. Palmer    183,553,408 10,871,795 3,121,995 31,929,121
Colin V. Reed    188,597,217 5,818,558 3,131,423 31,929,121
Luke Yancy III    183,863,621 10,520,978 3,159,599 31,932,121

 

Vote Item 2: Approval of Equity Compensation Plan, as amended

Outcome: Approved

Details For Against Abstain Broker Nonvote
Proposal to approve amendments to, and to re-approve as amended and restated, the Equity Compensation Plan, as described in the Proxy Statement 158,705,088 34,887,752 3,954,358 31,929,121

 

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Vote Item 3: Approval of Management Incentive Plan, as amended

Outcome: Approved

Details For Against Abstain Broker Nonvote
Proposal to approve amendments to, and to re-approve as amended and restated , the Management Incentive Plan, as described in the Proxy Statement 185,626,491 7,903,110 4,017,597 31,929,121

 

Vote Item 4: Advisory Resolution to Approve Executive Compensation

Outcome: Approved

Details For Against Abstain Broker Nonvote
Advisory resolution to approve compensation of certain executive officers as described in the Proxy Statement 183,252,050 10,039,058 4,256,090 31,929,121

 

Vote Item 5: Ratification of Auditor

Outcome: Ratified

Auditor For Against Abstain Broker Nonvote
KPMG LLP 212,008,428 14,189,471 3,278,420 - 0 -

 

 

(c) & (d) Not applicable.

 

 

ITEM 9.01.  Financial Statements and Exhibits

 

(d) Exhibits

The following exhibits are incorporated by reference:

Exhibit # Description

10.1Equity Compensation Plan (as amended and restated April 17, 2012), incorporated by reference to Appendix B to the Corporation’s Proxy Statement for its annual meeting on April 17, 2012
10.2Management Incentive Plan (as amended and restated January 17, 2012), incorporated by reference to Appendix C to the Corporation’s Proxy Statement for its annual meeting on April 17, 2012

All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.

 

* * * * *

 

 
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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.

 

 

First Horizon National Corporation

 

(Registrant)

 

 

Date: April 18, 2012

By:

/s/ Clyde A. Billings, Jr.

   

Senior Vice President, Assistant

General Counsel, and Corporate Secretary

 

 

 

 

 

 

 
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EXHIBIT INDEX

 

 

EX-10.1Equity Compensation Plan (as amended and restated April 17, 2012), incorporated by reference to Appendix B to the Corporation’s Proxy Statement for its annual meeting on April 17, 2012

 

EX-10.2Management Incentive Plan (as amended and restated January 17, 2012), incorporated by reference to Appendix C to the Corporation’s Proxy Statement for its annual meeting on April 17, 2012