Form 8-K REGIONS FINANCIAL CORP For: Nov 22
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E-mailUNITED 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): November 22, 2016
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE | 001-34034 | 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: (800) 734-4667
Not applicable
(Former name or former address, if changed since 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 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 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
On November 22, 2016, Regions Financial Corporation (the “Company”) sent a notice to participants and beneficiaries in the Regions Financial Corporation 401(k) Plan (the "Plan") that, effective January 1, 2017, the recordkeeper of the Plan is being changed. This notice indicated that, in order to change the recordkeeper, there will be a blackout period that begins at 2:00 p.m. Central Time on December 23, 2016, and is expected to end on January 13, 2017 (the "Blackout Period"). During the Blackout Period, participants in the Plan will temporarily be unable to make changes or conduct transactions within their account, including redirecting investment allocations or requesting withdrawals or distributions of any type. A copy of the notice is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A participant in the Plan, a security holder or other interested person may obtain, without charge, information regarding the Blackout Period by contacting MassMutual at 800-701-8892 Monday through Friday between 7:00 a.m. and 8:00 p.m. Central Time and referencing 62273.
In connection with the foregoing, on November 22, 2016, the Company sent a notice to its Executive Officers and Directors pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction). A copy of the notice is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
No. | Exhibit |
99.1 | Notice sent on November 22, 2016 to Regions Financial Corporation 401(k) Plan Participants and Beneficiaries regarding a Blackout Period. |
99.2 | Notice sent on November 22, 2016 to Regions Financial Corporation's Executive Officers and Directors regarding a Blackout Period. |
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: November 22, 2016
EXHIBIT 99.1
Important Notice Concerning Your Rights
Under the Regions Financial Corporation 401(k) Plan
November 22, 2016
This notice is to inform you that the Regions Financial Corporation 401(k) Plan will be changing recordkeeping services from Mercer/Transamerica to MassMutual.
As a result of this change, you temporarily will be unable to direct or diversify investments in your individual accounts, obtain a loan or hardship from the Plan, or obtain any other distribution from the Plan. This period, during which you will be unable to exercise these rights otherwise available under the Plan, is called a “blackout period.” Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan.
The blackout period for the Plan is expected to begin on December 23, 2016 at 2 p.m. Central Time, and end on January 13, 2017. During these weeks, you can determine whether the blackout period has started or ended by calling MassMutual at 1-800-701-8892 from 7 a.m. to 8 p.m. Central Time and reference 62273.
During blackout period you will be unable to direct or diversify the assets held in your Plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period.
If you have any questions concerning this notice, you may contact the Regions Benefit Assistance Center at 1-877-562-8383, Option 1.
EXHIBIT 99.2
Notice to the Directors and Executive Officers of Regions Financial Corporation
In Connection With the Transfer of the
Recordkeeping Services for the Regions 401(k) Plan, the Regions Supplemental 401(k) Plan,
and Cash Grants under the Regions Long Term Incentive Plan (the “Plans”)
from Mercer/Transamerica to MassMutual
Effective January 1, 2017, the recordkeeping of the Plans will transfer from Mercer/Transamerica to MassMutual. The blackout period is expected to begin at 2:00 p.m. Central Time on December 23, 2016, and will end on January 13, 2017 (the “blackout period”). During the blackout period, participants in the Plans will not be able to make loans or withdrawals, change investment selections, or transfer funds among the investment options.
In addition to the restrictions listed above that apply to all participants and beneficiaries in the Plans, there are additional trading restrictions imposed by law that apply to executive officers and directors. The Company is required to provide this notice to you in order to comply with Section 306(a) of the Sarbanes-Oxley Act of 2002 (the “Act”). The purpose of this notice is to inform you that pursuant to Section 306(a) of the Act and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction), as a director or executive officer of the Company, you are prohibited from purchasing, selling or otherwise acquiring or transferring any Regions Financial Corporation common stock (“Regions stock”) during the blackout period if the Regions stock was acquired in connection with your service or employment as a director or executive officer of the Company (the “Trading Prohibition”). During the blackout period you may not acquire or dispose of Regions stock.
The Trading Prohibition will begin at the same time as the blackout period for the Plans and will apply until the end of the blackout period. If you have questions specific to the blackout dates, you should contact MassMutual at 1-800-701-8892 from 7:00 a.m. to 8:00 p.m. Central Time and reference 62273.
If you have any questions regarding this notice you should contact Regions Benefit Assistance Center at 1-877-562-8383, Option 1.
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