Form 8-K REGIONS FINANCIAL CORP For: Jan 05
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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): January 5, 2017
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On January 5, 2017, the Board of Directors ("Board") of Regions Financial Corporation ("Regions") appointed José S. Suquet to Regions' Board, effective immediately. The appointment of Mr. Suquet increases the size of Regions' Board to fourteen (14) members. There are no arrangements or understandings with other persons pursuant to which Mr. Suquet was selected as a Director.
Mr. Suquet is Chairman, President and CEO of Pan-American Life Insurance Group, a leading provider of insurance and financial services throughout the Americas. His term as a Class B Director of the Federal Reserve Bank of Atlanta expired on December 31, 2016.
Mr. Suquet was awarded restricted stock under the Regions Financial Corporation 2015 Long Term Incentive Plan, as of January 6, 2017, in an amount equal to $26,250, which is the prorated amount of the annual equity retainer paid 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 date of the 2017 Annual Meeting of Stockholders, or earlier in the case of death or disability or upon termination without cause following a change of control of Regions.
Mr. Suquet was also appointed as a Director of Regions Bank, a wholly-owned subsidiary of Regions and will serve on the Risk Committee and the Compensation Committee of Regions' Board of Directors.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
Exhibit No. Exhibit
99.1 Press Release dated January 5, 2017
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: January 5, 2017
EXHIBIT 99.1
Media Contact:
Evelyn Mitchell
Regions Bank
205-264-4551
www.regionsbanknews.com
Regions News on Twitter: @RegionsNews
José S. Suquet Appointed to the Regions Financial Corp. Board of Directors
BIRMINGHAM, Ala. - Jan. 5, 2017 - Regions Financial Corp. (NYSE: RF) today announced that José S. Suquet has been appointed to the company’s Board of Directors, effective immediately. Mr. Suquet will serve on the Risk Committee and the Compensation Committee of the Regions Board of Directors.
Mr. Suquet is Chairman, President and CEO of Pan-American Life Insurance Group, a leading provider of insurance and financial services throughout the Americas. The Group’s flagship member is New Orleans-based Pan-American Life Insurance Company.
“I’m pleased to welcome a leader of José’s caliber to the Regions Board of Directors,” said Grayson Hall, Chairman, President and CEO of Regions Financial. “With more than 35 years of experience in the insurance and financial services industry, he brings a strong background in enterprise risk management and a commitment to innovation and operational excellence that will benefit customers, communities and shareholders.”
Prior to joining Pan-American Life Insurance Group, Mr. Suquet held senior management posts in the insurance industry for more than three decades, including serving as Senior Executive Vice President and Chief Distribution Officer of AXA Financial. Mr. Suquet is a member of The American Council of Life Insurers’ Board of Directors and serves on the board of the Ochsner Health System. Previously he was a member of the Board of Directors of the Federal Reserve Bank of Atlanta where he served as Chairman of the Retail Payments Office Oversight Committee. He also previously served on the Board of Directors for the Federal Reserve Bank of Atlanta, New Orleans Branch. Mr. Suquet was born in Cuba and graduated from Fordham University (New York) with a Bachelor of Science and holds an M.B.A. from the University of Miami.
Regions is committed to serving the long-term interests of shareholders by maintaining strong governance principles and cultivating an experienced and engaged Board of Directors with diverse skills and attributes. The Board has adopted comprehensive Corporate Governance Principles to guide its oversight and independent governance. The Corporate Governance Principles affirm that the Board will seek members from diverse professional backgrounds, who combine a broad spectrum of experience and expertise with a reputation for integrity, to ensure that the Board maintains an appropriate mix of skills and characteristics to meet the needs of the Company.
With the addition of Mr. Suquet, Regions’ 14-member board consists of 13 independent outside directors.
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About Regions Financial Corporation
Regions Financial Corporation (NYSE: RF), with $125 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 1,600 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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