REGIONS FINANCIAL CORP (Form: 8-K, Received: 02/14/2024 17:00:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 14, 2024

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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 February 14, 2024, the Board of Directors (the “Board”) of Regions Financial Corporation (“Regions” or the “Company”) appointed William C. Rhodes, III to the Board, such appointment to be effective on March 1, 2024. Mr. Rhodes was also appointed to serve as a member of the Board of Directors of the Company’s wholly owned subsidiary, Regions Bank (together with the Board, the “Boards”), also to be effective on March 1, 2024.

Mr. Rhodes, 58, is currently Executive Chairman of AutoZone, Inc., the leading retailer and distributor of automotive replacement parts and accessories in the Americas.

The appointment increases the size of the Boards to fifteen (15) members. Mr. Rhodes will serve on the Audit Committee and the Compensation and Human Resources Committee of the Boards.

The Boards affirmatively determined that Mr. Rhodes is independent under New York Stock Exchange listing standards and the Company’s Corporate Governance Principles, and that he meets the eligibility and independence requirements of the Securities and Exchange Commission and New York Stock Exchange as pertaining to the Audit Committee and the Compensation and Human Resources Committee. There are no arrangements or understandings with other persons pursuant to which he was appointed to the positions described above. Additionally, there are no related person transactions involving Mr. Rhodes that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Mr. Rhodes will receive customary fees and equity awards from the Company for serving as a Director in accordance with Regions’ Director Compensation Program. At the commencement of his service as a Director on March 1, 2024, Mr. Rhodes will receive a grant of restricted stock units under the Regions 2015 Long Term Incentive Plan with a grant date value equal to $21,667, which is the prorated amount of the annual equity retainer paid uniformly to all non-employee Directors for the current year. The restricted stock units are subject to a continued service requirement and become vested on the date of the 2024 Annual Meeting of Shareholders, or earlier in the case of death or disability or upon termination without cause following a change in control of Regions.

Item 7.01

Regulation FD Disclosure.

On February 14, 2024, the Company issued a press release announcing the appointment of Mr. Rhodes to the Boards. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In accordance with general instruction B.2. of Form 8-K, the information included in and incorporated by reference under this Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description of Exhibit

10.1		Regions Financial Corporation Director Compensation Program, effective April 20, 2022 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 6, 2022 and incorporated by reference herein).

99.1		Press Release dated February 14, 2024.

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.


REGIONS FINANCIAL CORPORATION

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

Date: February 14, 2024


		NEWS RELEASE


Media Contact:
Jennifer Elmore		Regions News Online: regions.doingmoretoday.com
Regions Bank		Regions News on Twitter: @RegionsNews
205-264-4551

Bill Rhodes Appointed to the Regions Financial Corp. and Regions Bank Boards of Directors

Longtime AutoZone executive will join the Regions Boards effective March 1, 2024.

BIRMINGHAM, Ala. – Feb. 14, 2024 – Regions Financial Corp. (NYSE:RF) on Wednesday announced former AutoZone President and CEO Bill Rhodes has been appointed to serve on the boards of Regions Financial Corp. and its subsidiary, Regions Bank. Rhodes’ term on the Regions boards will begin March 1, 2024.


An experienced corporate executive, Rhodes in January concluded a successful 18-year tenure as President and CEO of AutoZone, where he continues to serve as Executive Chairman. Rhodes has been with AutoZone for 29 years overall. Over the course of Rhodes’ tenure as President and CEO, AutoZone roughly doubled its number of auto parts stores, grew its workforce to approximately 120,000 people, increased revenues by more than three times and consistently enhanced its online presence and services. Prior to being named as AutoZone’s CEO, Rhodes served in a variety of executive roles for the Memphis-based company, including leading store operations as well as overseeing the supply chain, information technology and finance departments. Rhodes began his career with Ernst & Young.		Bill Rhodes has been appointed to the Regions Financial Corp. and Regions Bank Board of Directors, effective March 1, 2024.

“Throughout his career, Bill has provided strategic leadership that led to strong business growth. And he’s never lost sight of the crucial importance of consistently creating positive customer experiences,” said Charles McCrary, Chair of the Regions Financial Corp. and Regions Bank Boards. “That makes Bill an ideal fit for Regions’ culture. We are committed to sound corporate governance that values the needs of all our stakeholders. Every day, our teams are delivering soundness, profitability and growth as we provide financial solutions for our customers and communities. And we know Bill’s experience and insights will help Regions build on its growth and deliver even greater value for the people and places we serve.”

Rhodes is a graduate of the University of Tennessee at Martin with a Bachelor of Science in Business Administration and Accounting. He earned a Master of Business Administration from the University of Memphis.

Having lived in Memphis for over 50 years, Rhodes is active in the community and serves on several industry and nonprofit boards. He is the current chair of the Coalition for Auto Repair Equality and serves on boards of the Retail Industry Leaders Association, Youth Programs, Inc., the National Civil Rights Museum, and the University of Tennessee Board of Trustees, and is a member of the J.R. Hyde III Family Foundation Board of Trustees.

“Regions Bank has built impressive customer loyalty by staying true to its mission to make life better for customers, communities, associates and shareholders,” Rhodes said. “The company is operating from a position of strength as it serves fast-growing, highly attractive markets across the Southeast, the Midwest and Texas. We have a tremendous opportunity to build on Regions’ solid foundation, and I look forward to collaborating with company leaders as we generate consistent, sustainable performance on behalf of everyone we serve.”

With the addition of Rhodes, the Regions Boards will consist of 15 members. Upon joining the Regions Boards, Rhodes will serve on the Audit Committee and the Compensation and Human Resources Committee.

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 supporting both Regions Financial Corp. and Regions Bank. Board members have adopted comprehensive Corporate Governance Principles to guide their oversight and independent governance. The Corporate Governance Principles affirm the Boards will seek members from diverse professional backgrounds, who combine a broad spectrum of experience and expertise with a reputation for integrity, to ensure the Boards maintain an appropriate mix of skills and characteristics to meet the needs of Regions and the people it serves.

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $152 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, and mortgage products and services. Regions serves customers across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,250 banking offices and more than 2,000 ATMs. Regions Bank is an Equal Housing Lender and Member FDIC. Additional information about Regions and its full line of products and services can be found at www.regions.com.

###