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Form 8-K REGIONS FINANCIAL CORP For: Jan 10

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January 10, 2017 4:48 PM 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): January 10, 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 5.04    Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

Regions Financial Corporation (the “Company”) sent a notice (the “Original Notice”) to participants and beneficiaries in the Regions Financial Corporation 401(k) Plan (the “Plan”) on November 22, 2016, informing them that the recordkeeper of the Plan was being changed, effective January 1, 2017. The notice indicated that there would be a blackout period beginning on December 23, 2016, and expecting to end on January 13, 2017 (the “Blackout Period”). The transition to the new recordkeeper occurred more quickly than expected, and the Blackout Period ended earlier on January 10, 2017. Participants and beneficiaries now have access to their plan accounts and can direct and diversify their investments and request a loan or a distribution to the extent they could before the Blackout Period started. The Company sent an updated notice (the “Updated Notice”) to participants and beneficiaries informing them that the Blackout Period ended on January 10, 2017, earlier than stated in the Original Notice. A copy of the Updated 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 January 10, 2017, the Company also sent a separate updated 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) informing them of the change in the ending date of the Blackout Period. A copy of that separate updated 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
Updated Notice sent on January 10, 2017 to Regions Financial Corporation 401(k) Plan Participants and Beneficiaries regarding a Blackout Period.

99.2
Separate Updated Notice sent on January 10, 2017 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/ Hope D. Mehlman
Name:
Hope D. Mehlman
Title:
Senior Vice President, Assistant General Counsel and Assistant Corporate Secretary

Date: January 10, 2017






EXHIBIT 99.1


Update to an Important Notice Concerning Your Rights
Under the Regions Financial Corporation 401(k) Plan

January 10, 2017

This notice is to inform you that the blackout period imposed on certain Regions plans, including the Regions Financial Corporation 401(k) Plan, in connection with a change in recordkeeper, has ended early. While the blackout period was expected to end on Friday, January 13, 2017, the transition to the new recordkeeper, MassMutual, for the 401(k) Plan occurred more quickly than expected, and the blackout period ended on Tuesday, January 10, 2017. You now have access to your 401(k) Plan account, and you can direct and diversify your investments and request a loan or a distribution to the extent you could before the blackout period started.

If you have any questions concerning this notice, you may contact MassMutual at (800) 701-8892 and reference 62273.





EXHIBIT 99.2

Update to the
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


This updated notice amends a previous notice provided to you regarding the blackout period associated with the change in recordkeeper for the Plans and the trading restrictions that apply as a result of such blackout period.

Due to the change in the recordkeeper for the Plans, participants and beneficiaries were subject to a blackout period, which was expected to end on Friday, January 13, 2017. The transition to the new recordkeeper, MassMutual, for the 401(k) Plan occurred more quickly than expected, and the blackout period ended on Tuesday, January 10, 2017. Participants and beneficiaries in the Plans now have access to their accounts, and they can direct and diversify their investments and request a loan or a distribution to the extent they could before the blackout period started.

Additional trading restrictions imposed by law apply to executive officers and directors when a 401(k) plan that holds employer stock is subject to a blackout period. Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 (the “Act”) and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction), directors and executive officers of the Company are prohibited from purchasing, selling or otherwise acquiring or transferring any Regions Financial Corporation common stock (“Regions stock”) during a blackout period if the Regions stock was acquired in connection with his or her service or employment as a director or executive officer of the Company (the “Trading Prohibition”). The Trading Prohibition began at the same time as the blackout period for the Plans and applies until the end of such blackout period. Now that the blackout period has ended for the Plans, the Trading Prohibition has also ended.

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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