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): April 27, 2021
First Horizon Corporation
(Exact Name of Registrant as Specified in Charter)
| TN | | 001-15185 | | 62-0803242 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | | | | |
| 165 Madison Avenue | | Memphis | | Tennessee | | 38103 |
| (Address of Principal Executive Office) | | (Zip Code) |
(901) 523-4444
Registrant’s telephone number, including area code
(Former name or former address, if changed from 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 communications 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading
Symbol(s) | Name of Exchange on which Registered |
| $0.625 Par Value Common Capital Stock | FHN | New York Stock Exchange LLC |
| Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A | FHN PR A | New York Stock Exchange LLC |
| Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series B | FHN PR B | New York Stock Exchange LLC |
| Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C | FHN PR C | New York Stock Exchange LLC |
| Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series D | FHN PR D | New York Stock Exchange LLC |
| Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series E | FHN PR E | New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) Approval of 2021 Incentive Plan
On April 27, 2021, the shareholders of First Horizon Corporation (“First Horizon”) approved the First Horizon Corporation 2021 Incentive Plan. Adoption of the Plan was effective immediately. The Plan is described in First Horizon’s 2021 Proxy Statement under the caption Vote Item 2—Approval of 2021 Incentive Plan beginning on page 53, which description is incorporated into this item 5.02 by reference.
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders |
(a) & (b) Voting Results for 2021 Annual Meeting
On April 27, 2021, First Horizon held its annual meeting of shareholders. At the annual meeting, four vote items were acted upon by the shareholders. The number of votes cast for or against as to each such matter or nominee, and the number of abstentions and broker non-votes as to each such matter or nominee, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share.
Vote Item 1: Election of Directors
Outcome: All nominees were elected
| Nominee | For | Against | Abstain | Broker Non-vote |
| Harry V. Barton, Jr. | 439,769,496 | 3,185,449 | 372,486 | 51,446,665 |
| Kenneth A. Burdick | 435,565,982 | 7,324,093 | 437,356 | 51,446,665 |
| Daryl G. Byrd | 438,495,127 | 4,459,012 | 373,292 | 51,446,665 |
| John N. Casbon | 440,283,734 | 2,643,990 | 399,708 | 51,446,665 |
| John C. Compton | 436,851,791 | 6,037,890 | 437,750 | 51,446,665 |
| Wendy P. Davidson | 439,434,702 | 3,439,806 | 452,924 | 51,446,665 |
| William H. Fenstermaker | 440,580,712 | 2,377,104 | 369,615 | 51,446,665 |
| D. Bryan Jordan | 439,885,202 | 3,052,888 | 389,342 | 51,446,665 |
| J. Michael Kemp, Sr. | 439,411,224 | 3,526,875 | 389,332 | 51,446,665 |
| Rick E. Maples | 440,353,946 | 2,575,469 | 398,017 | 51,446,665 |
| Vicki R. Palmer | 433,708,297 | 9,205,153 | 413,981 | 51,446,665 |
| Colin V. Reed | 433,612,401 | 9,289,779 | 425,252 | 51,446,665 |
| E. Stewart Shea III | 440,149,699 | 2,801,845 | 375,888 | 51,446,665 |
| Cecelia D. Stewart | 439,466,252 | 3,442,003 | 419,177 | 51,446,665 |
| Rajesh Subramaniam | 438,112,375 | 4,766,040 | 449,017 | 51,446,665 |
| Rosa Sugrañes | 439,544,160 | 3,295,284 | 487,988 | 51,446,665 |
| R. Eugene Taylor | 439,732,104 | 3,167,653 | 427,674 | 51,446,665 |
| FIRST HORIZON CORPORATION | 2 | FORM 8-K CURRENT REPORT 4/27/2021 |
Vote Item 2: Approval of 2021 Incentive Plan
Outcome: Approved
| Details | For | Against | Abstain | Broker Non-vote |
| Proposal to approve the 2021 Incentive Plan, as described in the 2021 Proxy Statement | 433,612,078 | 8,690,366 | 1,024,988 | 51,446,665 |
Vote Item 3: Advisory Resolution to Approve Executive Compensation
Outcome: Approved
| Details | For | Against | Abstain | Broker Non-vote |
| Advisory resolution to approve compensation of certain executive officers as described in the 2021 Proxy Statement | 430,663,852 | 11,120,413 | 1,543,167 | 51,446,665 |
Vote Item 4: Ratification of Appointment of Auditors
Outcome: Ratified
| Auditor | For | Against | Abstain | Broker Non-vote |
| KPMG LLP | 460,773,526 | 33,453,290 | 547,280 | 0 |
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed herewith or incorporated herein:
| Exhibit # | | Description |
| | | |
| 10.1 | | First Horizon Corporation 2021 Incentive Plan, incorporated herein by reference to Appendix A to First Horizon’s Proxy Statement (Schedule 14A Information) filed with the Securities and Exchange Commission on March 15, 2021 |
| | | |
| 104 | | Cover Page Interactive Data File, formatted in Inline XBRL |
All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.
* * * * *
| FIRST HORIZON CORPORATION | 3 | FORM 8-K CURRENT REPORT 4/27/2021 |
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.
| | | First Horizon Corporation |
| | | (Registrant) |
| | | | |
| Date: April 28, 2021 | | By: | /s/ Clyde A. Billings, Jr. |
| | | Clyde A. Billings, Jr. |
| | | Senior Vice President, Assistant |
| | | General Counsel, and Corporate Secretary |
| FIRST HORIZON CORPORATION | 4 | FORM 8-K CURRENT REPORT 4/27/2021 |
0000036966 us-gaap:SeriesEPreferredStockMember 2021-04-27 2021-04-27
