REGIONS FINANCIAL CORP Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B Depositary Shares, each representing a 1/40th Interest in a Share of 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C Depositary Shares, each representing a 1/40th Interest in a Share of 4.45% Non-Cumulative Perpetual Preferred Stock, Series E false 0001281761 0001281761 2021-10-19 2021-10-19 0001281761 us-gaap:CommonStockMember 2021-10-19 2021-10-19 0001281761 us-gaap:SeriesBPreferredStockMember 2021-10-19 2021-10-19 0001281761 us-gaap:SeriesCPreferredStockMember 2021-10-19 2021-10-19 0001281761 us-gaap:SeriesEPreferredStockMember 2021-10-19 2021-10-19

 

 

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): October 19, 2021

 

 

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

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $.01 par value   RF   New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B   RF PRB   New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C   RF PRC   New York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of 4.45% Non-Cumulative Perpetual Preferred Stock, Series E   RF PRE   New York Stock Exchange

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.

On October 19, 2021, the Compensation and Human Resources Committee of the Board of Directors of Regions Financial Corporation elected to amend the Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan (the “SERP”), effective immediately, generally to allow a fully vested and retirement eligible participant to freeze his or her accrued benefit (“Accrued Benefit”), convert the Accrued Benefit to a lump sum in accordance with the applicable terms of the SERP, and credit the Accrued Benefit to an account under the Regions Financial Corporation Non-Qualified Excess 401(k) Plan (“Excess 401(k) Plan”). A participant who elects to have his or her Accrued Benefit credited to an account under the Excess 401(k) Plan in this manner will no longer accrue any additional benefits under the SERP. The Accrued Benefit will be payable from the Excess 401(k) Plan to the participant upon his or her termination of employment in the same manner as it would have been payable under the SERP. Additionally, the amendment modifies the interest rate that is used to convert an Accrued Benefit to a lump sum. Effective January 1, 2022, the applicable interest rate will be averaged over three years rather than a spot rate in a single year.

The foregoing description of the amendment to the SERP is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

    

Description of Exhibit

  10.1      Amendment Number Two to the Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan.
  104      Cover Page Interactive Data (embedded within the Inline XBRL document).

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.

 

Date: October 19, 2021     REGIONS FINANCIAL CORPORATION
    By:  

/s/ Tara A. Plimpton

    Name:   Tara A. Plimpton
    Title:   Chief Legal Officer and Corporate Secretary

Exhibit 10.1

AMENDMENT NUMBER TWO

TO THE

REGIONS FINANCIAL CORPORATION

POST 2006 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Amended and Restated as of January 1, 2020 (the “Supplemental Plan”)

Regions Financial Corporation hereby amends the Supplemental Plan as follows:

1.     Effective October 19, 2021, a new Section 3.01(g) is hereby added to read as follows:

 

  (g)

Freeze/Conversion of Benefit

Effective as of October 19, 2021, if a Participant’s Supplemental Benefit or Enhanced Benefit (as applicable) is fully vested, the Participant is retirement eligible, including eligible for early retirement, and the Participant has elected to be paid in the form of a lump sum, such Participant may elect to have his or her Accrued Benefit frozen (“Frozen Benefit”), and the value of such Frozen Benefit be “converted” to a Converted Benefit, as described below:

1.     Frozen Benefit. A Frozen Benefit shall be computed based on Credited Service, Average Monthly Earnings, a payment date commencing as of the first day of the month following the Sponsor’s receipt of such election (or if not administratively practicable, the first day of the second month following the Sponsor’s receipt of such election) (“Conversion Date”), and any other applicable factors as of the Conversion Date, assuming payment in the form of a single life annuity regardless of the form of payment or commencement date actually elected under this Supplemental Plan.

2.    Converted Benefit. The Frozen Benefit shall be “converted” to a defined contribution form of benefit (an account balance) with an actuarial present value based on the Conversion Date, and actuarial assumptions in effect under this Supplemental Plan on such Conversion Date (the “Converted Benefit”). As soon as administratively feasible after the Conversion Date, the Converted Benefit shall be credited to a Supplemental Executive Retirement Plan Account within the meaning of, and administered in accordance with, the Regions Financial Corporation Non-Qualified Excess 401(k) Plan. The amounts attributable to the Converted Benefit shall be distributed at the same time and form as provided under this Supplemental Plan as in effect on the Conversion Date.

Notwithstanding anything herein to the contrary, effective upon the date the Converted Benefit is credited to a Supplemental Executive Retirement Plan Account under the Regions Financial Corporation Non-Qualified Excess 401(k) Plan, the Participant’s Accrued Benefit in this Supplemental Plan shall be reduced to $0 and the Participant shall no longer be eligible to participate in, or accrue any benefits under, this Supplemental Plan.

2.    Amend Section 3.01(f)(2) by replacing “Regions Financial Corporation Supplemental 401(k) Plan” with the following:

“Regions Financial Corporation Non-Qualified Excess 401(k) Plan (previously named the Regions Financial Corporation Supplemental 401(k) Plan)”.

3.    Solely for purposes of clarification (and without changing the intended meaning of the provision), amend Section 3.02(b) by replacing the last sentence in said section with the following:

For the avoidance of doubt, the preceding sentence does not affect the applicable actuarial factors and other terms and conditions that apply to the calculation of benefits, which shall be based on payment in the first such tax year.

4.    Amend Section 3.02(f) by deleting said subsection and replacing it with the following:

Acceleration to Pay Employment Taxes. Notwithstanding anything herein to the contrary, a portion of each Participant’s Supplemental Benefit or Enhanced Benefit, as applicable, may be accelerated to pay any employment taxes (including, but not limited to, income and FICA taxes) and the associated withholding on accelerated benefits when due.

5.    Effective January 1, 2022, amend Appendix A by deleting the third sentence in the first paragraph and replacing said sentence with the following:

The “applicable interest rate” is as follows:

For annuity starting dates in 2022, the average of:

 

  (i)

the thirty (30) day average of the rate of interest on 30-year Treasury securities as specified by the Commissioner determined as of the fourth calendar month preceding the 2019 Plan Year;

 

  (ii)

the thirty (30) day average of the rate of interest on 30-year Treasury securities as specified by the Commissioner determined as of the fourth calendar month preceding 2020 Plan Year; and

 

  (iii)

the twelve (12) month average of the rate of interest on 30-year Treasury securities as specified by the Commissioner from September 1, 2020 – August 31, 2021.

For annuity starting dates in 2023, the average of:

 

  (i)

the thirty (30) day average of the rate of interest on 30-year Treasury securities as specified by the Commissioner determined as of the fourth calendar month preceding 2020 Plan Year;

 

  (ii)

the twelve (12) month average of the rate of interest on 30-year Treasury securities as specified by the Commissioner from September 1, 2020 – August 31, 2021; and

 

  (iii)

the twelve (12) month average of the rate of interest on 30-year Treasury securities as specified by the Commissioner from September 1, 2021 – August 31, 2022.

For annuity starting dates in 2024, the average of:

 

  (i)

the twelve (12) month average of the rate of interest on 30-year Treasury securities as specified by the Commissioner from September 1, 2020 – August 31, 2021;

 

  (ii)

the twelve (12) month average of the rate of interest on 30-year Treasury securities as specified by the Commissioner from September 1, 2021 – August 31, 2022;

 

  (iii)

the twelve (12) month average of the rate of interest on 30-year Treasury securities as specified by the Commissioner from September 1, 2022 – August 31, 2023; and

For annuity starting dates in Plan Years after 2024, the average of: the twelve (12) month average of the rate of interest on 30-year Treasury securities as specified by the Commissioner from September 1 – August 31 for the three years prior to the Plan Year during which the annuity starting date for distribution occurs.

6.    All other terms, provisions and conditions of the Supplemental Plan not herein amended shall remain in full force and effect.