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 17, 2012

 

 

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 5.07.

Submission of Matters to a Vote of Security Holders.

At Regions’ annual meeting of stockholders held on May 17, 2012, the stockholders reelected Regions’ 16 incumbent Directors standing for election, approved executive compensation, approved “1 Year” as the frequency of stockholder votes on executive compensation, ratified the selection of Ernst & Young LLP as Regions’ independent registered public accounting firm for the 2012 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 16 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.			879,434,965				99,909,381				2,555,757				216,907,180
George W. Bryan			960,818,334				18,577,758				2,504,011				216,907,180
Carolyn H. Byrd			953,519,975				25,858,401				2,521,727				216,907,180
David J. Cooper, Sr.			858,027,282				121,493,117				2,379,704				216,907,180
Earnest W. Deavenport, Jr.			867,100,059				112,146,473				2,653,571				216,907,180
Don DeFosset			943,677,811				35,425,530				2,796,762				216,907,180
Eric C. Fast			935,575,391				43,577,165				2,747,547				216,907,180
O. B. Grayson Hall, Jr.			959,539,676				19,965,761				2,394,666				216,907,180
John D. Johns			931,388,202				48,037,806				2,474,095				216,907,180
Charles D. McCrary			940,946,343				38,524,122				2,429,638				216,907,180
James R. Malone			946,484,870				32,791,214				2,624,019				216,907,180
Ruth Ann Marshall			959,130,023				20,185,647				2,584,433				216,907,180
Susan W. Matlock			951,588,427				27,982,399				2,329,277				216,907,180
John E. Maupin, Jr.			957,419,516				21,746,156				2,734,431				216,907,180
John R. Roberts			950,387,875				28,927,366				2,584,862				216,907,180
Lee J. Styslinger III			942,615,007				37,021,913				2,263,183				216,907,180

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 27, 2012. The vote with respect to this proposal was:

 

For		Against		Abstain		Broker Non-Votes
934,487,050		37,007,148		10,405,905		216,907,180

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3. Advisory vote on the frequency of “say on pay” votes was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 27, 2012. The vote with respect to this proposal was:

 

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
897,802,254		2,462,889		77,101,453		4,533,507		216,907,180

4. Regions proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the 2012 fiscal year was submitted to the stockholders at the meeting. The full text of the proposal is included in the Proxy Statement dated March 27, 2012. The vote with respect to this proposal was:

 

For		Against		Abstain		Broker Non-Votes
1,163,072,131		33,044,429		2,690,723		0

5. 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 27, 2012. The vote with respect to this proposal was:

 

For		Against		Abstain		Broker Non-Votes
347,062,440		561,903,140		72,934,523		216,907,180

Annual Frequency of Say on Pay Advisory Votes

Based on the voting results for proposal number 3 above for which Regions stockholders approved the recommendation of the Board of Directors to hold an annual advisory vote on executive compensation (“say on pay”), the Board affirmed its recommendation and elected at this time to hold future say on pay advisory votes on an annual basis, until the next stockholder vote on say on pay frequency.

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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: May 22, 2012