UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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. |
On July 19, 2023, the Board of Directors (the “Board”) of Regions Financial Corporation (“Regions” or the “Company”) appointed Alison S. Rand to the Board, such appointment to be effective on October 1, 2023. Ms. Rand was also appointed to serve as a member of the Board of Directors of the Company’s wholly owned subsidiary, Regions Bank (together with the Board, the “Boards”), also to be effective on October 1, 2023.
Ms. Rand, 55, is currently Executive Vice President and Chief Financial Officer for Primerica, a leading provider of financial products and services to middle-income households in the United States and Canada.
The appointment increases the size of the Boards to fourteen (14) members. Ms. Rand will serve on the Technology Committee of the Boards, and it is expected that she will join the Audit Committee of the Boards upon her previously announced retirement from Primerica.
The Boards affirmatively determined that Ms. Rand is independent under New York Stock Exchange listing standards and the Company’s Corporate Governance Principles. There are no arrangements or understandings with other persons pursuant to which she was appointed to the positions described above. Additionally, there are no related person transactions involving Ms. Rand that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Ms. Rand will receive customary fees and equity awards from the Company for serving as a Director in accordance with Regions’ Director Compensation Program. Under the Director Compensation Program, the Boards approved a grant to Ms. Rand of restricted stock units under the Regions 2015 Long Term Incentive Plan, to be made as of October 1, 2023, with a grant date value equal to $75,333, which is the prorated amount of the annual equity retainer paid uniformly to all non-employee Directors. The restricted stock units are subject to a continued service requirement and become vested on the date of the 2024 Annual Meeting of Shareholders, or earlier in the case of death or disability or upon termination without cause following a change in control of Regions.
| Item 8.01 | Other Events. |
On July 19, 2023, the Company issued a press release announcing the appointment of Ms. Rand to the Boards. The press release is attached hereto as Exhibit 99.1
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 10.1 | Regions Financial Corporation Director Compensation Program, effective April 20, 2022 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 6, 2022 and incorporated by reference herein). | |
| 99.1 | Press Release dated July 19, 2023. | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). | |
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/ Tara A. Plimpton | |
| Name: | Tara A. Plimpton | |
| Title: | Chief Legal Officer and Corporate Secretary | |
Date: July 19, 2023