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): December 11, 2018
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-34034
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63-0589368
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Retirement of Executive Chairman
On December 31, 2018, at 11:59 p.m., O. B. Grayson Hall, Jr. will retire as Executive Chairman of Regions Financial Corporation ("Regions" or the "Company") and from the Company’s Board of Directors (the "Board"). On December 11, 2018, the Company entered into an agreement with Mr. Hall in connection with his retirement as Executive Chairman. Under the agreement, for two years following his retirement, the Company will provide Mr. Hall with office space and part-time administrative support; and until Mr. Hall attains age 70, he will continue to have access to Regions financial planning, home security system monitoring, executive physical, and group health benefits, as in effect from time to time and on the same basis as Regions offers these benefits to its current executive officers. There are no special financial entitlements in connection with Mr. Hall's retirement.
Attached as Exhibit 10.1 is a copy of the agreement, which is incorporated by reference.
Election of New Independent Director
On December 11, 2018, the Board appointed Zhanna Golodryga to the Board, effective January 1, 2019. The size of Regions' Board remains at fifteen (15) members. Ms. Golodryga is considered an independent director under the New York Stock Exchange's corporate governance listing standards and the Company's Corporate Governance Principles. Ms. Golodryga will serve on the Risk Committee and the Compensation and Human Resources Committee of the Board. The Board also appointed Ms. Golodryga as a Director of Regions Bank, a wholly-owned subsidiary of Regions. There are no arrangements or understandings with other persons pursuant to which Ms. Golodryga was selected as a Director.
Ms. Golodryga, 63, is the Senior Vice President and Chief Digital and Administrative Officer of Phillips 66, a diversified energy manufacturing and logistics company based in Houston, Texas. Ms. Golodryga has worked for more than 30 years in Information Technology. Prior to joining Phillips 66 in 2017, she served as Chief Information Officer and Senior Vice President for Services at Hess Corporation, where she led the IT and services functions beginning in 2012. Ms. Golodryga holds a master's degree in mechanical engineering from Kiev Engineering and Construction Institute in the Ukraine.
Ms. Golodryga will receive customary fees and equity awards from the Company for serving as a Director in accordance with Regions' Director Compensation Program as described in the Company's 2018 proxy statement filed with the Securities and Exchange Commission on March 9, 2018. Under the Director Compensation Program, the Board approved a grant to Ms. Golodryga of restricted stock under the Regions 2015 Long Term Incentive Plan, to be made as of January 2, 2019, with a grant date value equal to $30,000, 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 2019 Annual Meeting of Shareholders, or earlier in the case of death or disability or upon termination without cause following a change of control of Regions.
The news release announcing the appointment of Ms. Golodryga to the Company's Board is attached as Exhibit 99.1 and is incorporated by reference into this Item 5.02.
Item 8.01 Other Events.
Election of New Independent Chair of the Board
On December 11, 2018, the Board appointed Charles D. McCrary, currently the Lead Independent Director, to serve as the independent Chair of the Board effective January 1, 2019. As the independent Chair of the Board, Mr. McCrary will receive an additional annual fee of $150,000 to be paid $50,000 in cash and the remainder in equity, for serving in such capacity, along with the customary fees and equity awards for serving as a Director in accordance with the Company's Director Compensation Program. Mr. McCrary will also serve as the Chair of the Board of Directors of Regions Bank.
The news release announcing the Board's new leadership structure is attached to this report as Exhibit 99.2 and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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.
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REGIONS FINANCIAL CORPORATION
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By:
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/s/ Fournier J. Gale, III
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Name:
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Fournier J. Gale, III
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Title:
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Senior Executive Vice President, General Counsel and Corporate Secretary
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Date: December 11, 2018
December 11, 2018
Dear Grayson:
On behalf of the Board of Directors, we want to thank you for your leadership as well as confirm the terms of your retirement from Regions Financial Corporation and Regions Bank (“Regions”) after over 38 years of service.
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1.
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Retirement.
You will retire on December 31, 2018. At that time, you will have retired from your service as our Executive Chairman and as member of the Board and from any other position with Regions and its affiliated companies.
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2.
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Financial Entitlements.
You will receive your vested, accrued benefits under the terms and conditions of Regions’ compensation and benefit plans and will be eligible to receive an annual incentive for 2018 determined in the ordinary course of business. All payments will comply with the terms and conditions of the plans and applicable statutory requirements, including Internal Revenue Code Section 409A. As you have requested, there are no special financial entitlements in connection with your retirement.
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3.
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Resources and Benefits.
For the two years following your retirement, Regions will continue to provide you with an office in Birmingham, Alabama (at a location determined by Regions) and part-time administrative support. In addition, until you reach age 70, you will continue to have access to Regions financial planning, home security system monitoring, executive physical, and group health benefits, as in effect from time to time and on the same basis as Regions offers these benefits to its current executive officers.
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We thank you for your contribution to the growth and success of Regions over the past four decades.
Very truly yours,
Regions Financial Corporation and
Regions Bank
/s/ Charles D. McCrary
Charles D. McCrary
Lead Independent Director
/s/ Don DeFosset
Don DeFosset
Chair, Compensation and Human
Resources Committee
Accepted and Agreed:
/s/ O. B. Grayson Hall, Jr.
O. B. Grayson Hall, Jr.
EXHIBIT 99.1
Media Contact:
Evelyn Mitchell
205-264-4551
regions.doingmoretoday.com
Regions News on Twitter: @RegionsNews
Zhanna Golodryga Appointed to the Regions Financial Corp. Board of Directors
BIRMINGHAM, Ala. - Dec. 12, 2018 -
Regions Financial Corp. (NYSE:RF) today announced that Zhanna Golodryga has been appointed to the company’s Board of Directors, effective January 1, 2019. Ms. Golodryga will serve on the Compensation and Human Resources Committee and the Risk Committee of the Board.
Ms. Golodryga is senior vice president, Chief Digital and Administrative Officer for Phillips 66, a diversified energy manufacturing and logistics company. The company processes, transports, stores, and markets fuels and products globally and is based in Houston, Texas.
“I’m pleased to welcome Zhanna to the Regions Board of Directors,” said Charles McCrary, Lead Independent Director and Chair-Elect of the Board. “With more than 30 years of experience in the energy industry and the information technology field, she brings to the Board a strong background in digital strategies, cybersecurity, information management, and the domestic and global energy sectors that will benefit our customers, company, and shareholders.”
Before joining Phillips 66 in April 2017, Ms. Golodryga served as Chief Information Officer and senior vice president of Services at Hess Corporation, with responsibility for managing the company’s service organizations, including global supply chain, global business transformation program, and global office services, as well as information management, enterprise architecture, infrastructure, and cybersecurity across the business. Her prior positions include vice president and Chief Information Officer at BHP Billiton Petroleum, vice president of Information Technology at TeleCheck International, Programs Director for Manager Information Systems at Baker Hughes, IT Services Manager at Marathon Oil, and Systems Analyst at 3D/International. Ms. Golodryga graduated from Kiev Engineering and Construction Institute in the Ukraine with a master’s degree in mechanical engineering. She serves on the board of the Memorial Hermann Foundation and was named one of the 50 Most Powerful Women in Oil and Gas by the National Diversity Council.
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 Ms. Golodryga, Regions will maintain a 15-member Board, which will, as of January 1, 2019, consist of 14 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, and mortgage products and services. Regions serves customers across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,500 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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EXHIBIT 99.2
Media Contact:
Evelyn Mitchell
205-264-4551
regions.doingmoretoday.com
Regions News on Twitter: @RegionsNews
Charles McCrary to Succeed Grayson Hall as Chair of Regions Financial Corporation’s Board of Directors
BIRMINGHAM, Ala. - Dec. 12, 2018 -
Regions Financial Corp. (NYSE:RF) today announced that its Board of Directors has appointed Charles D. McCrary, currently the Lead Independent Director, to serve as the independent Chair of the Board, effective January 1, 2019. He will succeed Executive Chairman O. B. Grayson Hall, Jr., who is retiring from Regions and from the Board on December 31, 2018. Mr. McCrary will also serve as the Chair of the Board of Directors of Regions Bank.
“During his 38-year career with the company, Grayson has maintained a steady focus on meeting customer needs, and through his leadership, Regions has become a stronger and better bank positioned for long-term success,” said John Turner, President and CEO. “We appreciate his significant contributions and wish him continued success as he retires.”
Turner continued, “Charles is a thoughtful and dedicated leader. In his capacity as Lead Independent Director, he has provided valuable guidance that has allowed Regions to deliver sustainable, long-term growth. I look forward to continuing to work with Charles as we execute on Regions’ strategic plan and elevate our performance as a company.”
“I join John in congratulating Charles on his appointment,” said Hall. “I have had the privilege of working closely with Charles for many years, and our company has benefited from his personal integrity and commitment to excellence. I am excited about the future of Regions, and Charles is an outstanding choice to lead the board.”
“Regions plays an important role in meeting the financial needs of our customers and communities. We believe that maintaining strong corporate governance is crucial to achieving our company’s mission and making life better for all of our stakeholders,” said McCrary. “I am humbled by the opportunity to continue to serve with such an outstanding group of board members and management.”
Charles D. McCrary biography
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From 2001 through February 2014, Mr. McCrary served as the President and CEO of Alabama Power Company, a public utility company. He also served as Chairman of Alabama Power Company until May 2014. Mr. McCrary’s career spanned over 40 years, where he held various positions of increased responsibility within Alabama Power and its parent company, Southern Company. Mr. McCrary served on the board of directors of
AmSouth Bancorporation, a predecessor to Regions, from 2001 to 2006. Since May 2013, Mr. McCrary has served as Lead Independent Director of the Board. Mr. McCrary previously served as Chair of the Nominating and Corporate Governance Committee and on the Audit Committee. Mr. McCrary holds an engineering degree from Auburn University and a law degree from Birmingham School of Law.
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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, and mortgage products and services. Regions serves customers across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates approximately 1,500 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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