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Form 8-K REGIONS FINANCIAL CORP For: Feb 11

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February 12, 2016 9:11 AM EST


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): February 11, 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: (205) 581-7890


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

In accordance with the Regions Financial Corporation Corporate Governance Principles, Director George W. Bryan, having reached the mandatory retirement age of 72, will retire from the Board of Directors of Regions Financial Corporation ("Regions") at the expiration of his current term immediately prior to the call to order of the Regions’ 2016 Annual Meeting of Stockholders and will not stand for re-election as a Director. Mr. Bryan's retirement was approved by the Board of Directors on February 11, 2016. The annual meeting of stockholders is scheduled to occur on April 21, 2016. The press release announcing the retirement is attached as Exhibit 99.1 hereto and incorporated by reference.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.    Description of Exhibit

99.1        Press Release of February 12, 2016






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: February 12, 2016



EXHIBIT 99.1

Media Contact:
Jeremy D. King
Regions Bank                
205-264-4551
Regions News on Twitter: @RegionsNews

Regions Financial Corp. Director George W. Bryan to Retire

BIRMINGHAM, Ala. – Feb. 12, 2016 – Regions Financial Corporation (NYSE: RF) today announced that George W. Bryan will retire from the company’s Board of Directors effective April 21, 2016, having reached the board’s mandatory retirement age of 72.

Bryan has served as a director since 1986. He currently chairs the Risk Committee and has also served as a member of both the Audit Committee and the Compensation Committee. Bryan has been the Chief Executive Officer of Old Waverly Properties, LLC since 2001 and previously served as Senior Vice President of the Sara Lee Corporation from 1983 through 2000.

“I want to extend my sincere appreciation to George for his 30 years of diligent service as a member of our board of directors,” said Regions Chairman, President and CEO Grayson Hall. “Throughout his tenure, George has shared his valuable time and insight, which proved crucial to the growth of Regions during a period of significant change in the financial services industry.”
 
Regions’ directors are elected at the annual meeting of stockholders each year. The Board of Directors currently has 12 members. Under Regions’ Corporate Governance Principles, each director is required to retire on the eve of the next annual stockholders’ meeting of the Company following his or her 72nd birthday. The board has determined that following the annual meeting of stockholders, the board will consist of 11 members, to be elected for a term of one year expiring at the 2017 annual meeting.

About Regions Financial Corporation
Regions Financial Corporation (NYSE: RF), with $126 billion in assets, is a member of the S&P 500 Index and is one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, mortgage, and insurance products and services. Regions serves customers across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,630 banking offices and 2,000 ATMs. Additional information about Regions and its full line of products and services can be found at www.regions.com.

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