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):     August 24, 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) 944-1300

 

 

 

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))

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On August 24, 2011, the Board of Directors (“Board”) of Regions Financial Corporation (“Regions”) appointed Ruth Ann Marshall to the Regions’ Board, effective immediately. The appointment of Ms. Marshall increases the size of Regions’ Board to fifteen (15) members.

Ms. Marshall is retired from MasterCard where she served as President, The Americas, MasterCard International, Inc. from 2004 – 2006 and as President, MasterCard North America from 2000 – 2004. There are no arrangements or understandings with other persons pursuant to which she was selected as a Director. On August 25, 2011, Ms. Marshall was awarded a grant of 12,963 shares of restricted stock under the Regions Financial Corporation 2010 Long Term Incentive Plan, pursuant to Regions’ compensation program for Directors that applies uniformly to all non-employee Directors. The restricted stock is subject to a continued service requirement, and the restrictions lapse on the first anniversary of the grant date, or earlier in the case of Ms. Marshall’s death or disability or upon termination without cause following a change in control of Regions. Ms. Marshall has been assigned to the Audit Committee and Nominating and Corporate Governance Committee of the Board. Ms. Marshall was also appointed a Director of Regions Bank, a wholly-owned subsidiary of Regions.

 

 

 

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

99.1  Press Release of Regions Financial Corporation dated August 24, 2011.

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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.

 

Date: August 25, 2011