DEF 14A 1 a2018regionsfinancialcorpo.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No.     )
þ Filed by the Registrant
☐ Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
REGIONS FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1) Title of each class of securities to which transaction applies:
 
(2) Aggregate number of securities to which transaction applies:
 
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
(4) Proposed maximum aggregate value of transaction:
 
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1) Amount Previously Paid:
 
(2) Form, Schedule or Registration Statement No.:
 
(3) Filing Party:
 
(4) Date Filed:




a2018regionsproxystatement1.jpg

2
regcolorregisterjpeg.jpg
2018 Proxy Statement


Dear Fellow Stockholders:
On behalf of your Board of Directors, I am pleased to invite you to attend the 2018 Annual Meeting of Stockholders. We hope you will attend the meeting in person.
I want to highlight some achievements related to our performance and operations, as well as key features regarding Regions’ ongoing strategy, including our new initiative, “Simplify and Grow.” As always, Regions is committed to delivering strong value creation on your behalf over the long term and appreciates your continued investment in our Company.
We continue to make progress in executing the Company’s strategy, as well as accomplishing our mission of achieving superior economic value for our stockholders over time by making life better for our customers, associates, and communities. Our approach of identifying and understanding customers’ financial needs and goals, and then providing the best solutions to achieve those goals, allows us to effectively deliver Regions’ value proposition. We concluded 2017 by meeting or exceeding our financial performance targets. This resulted in, among other benefits, net income from continuing operations available to common shareholders of approximately $1.2 billion, which represents a 9 percent increase over 2016 and earnings per diluted share from continuing operations of $1.00, a 15 percent increase. Regions’ associates, who are committed to operating our business with the highest level of integrity and delivering excellent customer service, made this performance possible. Through our associates’ efforts in 2017, Regions received numerous awards including earning the number one ranking in customer satisfaction by the American Customer Satisfaction Index and being recognized for our commitment to quality service by Greenwich Associates.
A key element of our strategy is discovering ways to deliver a better and more efficient customer experience. As part of our regular strategic planning process, which includes the Board’s active and regular review and oversight of strategy, management introduced Simplify and Grow at the end of 2017. The goal of Simplify and Grow is to make banking easier for our customers, accelerate revenue growth, and improve efficiency and the associate experience. As we undertake this new strategic priority, we plan to leverage our culture and commitment to customer service and our communities in order to meet our customers’ increasingly higher expectations as we simplify our organization and processes to drive efficiencies and effectiveness in the Company overall.
Prudent risk-taking is an integral part of our strategy, and we are committed to protecting the interests of all of our stakeholders. Successful execution of our business strategies requires that we manage our risks well; therefore, our commitment to effective risk management is pervasive throughout all levels of our organization and in everything we do. Our strategic priorities
 
have long established a responsibility to “Enhance Risk Management”; our Risk Management Framework and Risk Appetite Statement are overseen by the Board’s Risk Committee; and under our well-established “Risk Ownership and Awareness” program, every Regions associate is responsible for prudently managing the Company’s risk.
As we continue to execute on our strategic plan, we are always thinking about how Regions can evolve as an industry leader that is responsive and responsible to societal needs, including investing in our associates, customers, and communities. Our mission drives our desire to improve and make a positive difference in the communities where we work and live.
Accordingly, we committed to the following actions:
Increasing the entry-level wage we pay our associates to $15 per hour by the end of 2018. This increase is part of Regions' ongoing effort to provide sustainable career paths and professional growth opportunities for all associates.
Contributing $40 million to the Company’s charitable foundation to support financial education, job training, economic development, and affordable housing, all of which help foster an environment of inclusive prosperity and create shared value for Regions' customers, communities, and stockholders.
Increasing the Company’s capital expenditures budget by approximately $100 million, or 50 percent, over 2017 to support investments in facilities, technology, product innovation, and personalized service to meet and anticipate customer needs.
On the next page, you will find a letter from our Lead Independent Director, which further discusses Regions’ societal responsibilities and our commitment to operating our business in an environmentally and socially responsible manner. I encourage you to read our Corporate Sustainability Report and Social Responsibility Report, which highlight Regions’ environmental stewardship and community engagement. Both reports are available on the Investor Relations section of our website.
Finally, your vote is important. Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote as soon as possible. For instructions on how to vote, please see page 5 of the proxy statement.
On behalf of your Board of Directors and all of our associates, thank you for your continued support of Regions Financial Corporation.



March 9, 2018                    Sincerely,
a2017reversewordproxy4a02.jpg
a2017reversewordproxy5a02.jpg
O. B. Grayson Hall, Jr.
   Chairman and Chief Executive Officer
 


regionsproxylogoa01.jpg




Dear Fellow Stockholders:
Throughout 2017, your Board of Directors remained focused on providing effective oversight of the Company’s strategy, as well as continued emphasis on strong corporate governance because good governance is the foundation of a sustainable business. Before I begin, however, I would like to take a moment to thank David Cooper, who is retiring from our Board having reached the mandatory retirement age. David is a leader in one of the most important communities in our footprint, and we appreciate his ongoing engagement and support on behalf of the Company.
On behalf of your Directors, I would like to provide some insight into the boardroom regarding our practices and philosophy.
Board Oversight of Strategy
The Board is actively and regularly engaged in reviewing and overseeing the Company’s strategy, including business and organizational initiatives, potential development opportunities, challenges, risks, capabilities, and capital allocation. Every October, the Board reviews and discusses a rolling three-year strategic plan. Management provides updates on long-range financial plans, as well as reports on various strategic topics throughout the year, and the Board discusses both the Company’s operating plan and long-term strategic plan at almost every Board meeting.
Corporate Governance and Year-Round Stockholder Engagement
Regions’ mission is to make life better for all of our stakeholders by creating shared value. One way to do this is through effective corporate governance. At Regions, effective governance is more than just the annual meeting and proxy votes—it is about continuous and thoughtful assessments of our governance practices and structure. For example, in February 2018, as part of our ongoing evaluation of our governance structure, the Board consolidated oversight of the Company’s policy and decision-making relating to corporate culture and human capital under the Compensation Committee, which was renamed the “Compensation and Human Resources Committee” to reflect that expansion of responsibilities. Also, the Board proactively adopted proxy access in July 2017, reflecting our ongoing commitment to corporate governance best practices.
In addition, as a result of the Board’s 2017 self-assessment process, a Board refreshment and recruitment plan was created to ensure the Board has the necessary skills to support the Company’s strategy. Searching for diverse candidates is a significant focus as the Board believes that diversity is an important aspect of effective governance, diminishes the opportunity for groupthink, and reflects the communities in which we live and serve. The plan is included as a regular agenda item for discussion at every Nominating and Corporate Governance Committee meeting.
Regions proactively engages with our stockholders year-round. Continuous engagement throughout the year allows us to strengthen and deepen our relationship with stockholders and provides us with important feedback on corporate governance matters. Over the past year, Regions engaged with many of our institutional stockholders through in-person meetings, roundtable discussions, conference calls, and written communications to obtain their perspectives on various corporate governance topics such as board composition and diversity, executive compensation, and environmental and social practices and disclosures.
A corporate governance engagement update is a regular agenda item discussed at every Nominating and Corporate Governance Committee meeting. Also included as a regular agenda item for
regionsproxylogoa01.jpg
 
discussion are articles on leading and emerging corporate governance practices.
The Board is committed to sustainability and social responsibility, and this commitment is reflected in the various environmental, social, and governance practices in place. Regions publishes an annual sustainability report describing our practices, which can be found on the Investor Relations section of the Company’s website. In 2017, the Company expanded its Corporate Social Responsibility team to ensure that it has the appropriate expertise for analyzing and addressing environmental and social matters and engaging with stockholders to understand their views. Last year we undertook a materiality assessment to identify environmental and social priority areas while continuing to enhance our disclosures. We recognize that this area is of increasing importance to a growing number of stockholders, as well as customers, and we will continue to identify ways to strengthen our commitment to corporate responsibility and community engagement.
Executive Management Succession
The Board and the Nominating and Corporate Governance Committee spend a considerable amount of time on executive succession planning. After thorough consideration and deliberation, the Board promoted John Turner, former Head of our Corporate Banking Group, to President of Regions Financial Corporation and Regions Bank in December 2017. Mr. Turner’s promotion is an example of Regions’ talent management process, which ensures that the Company develops its executives to assume greater responsibility and provides continuity of management.
Societal Responsibilities
The Board oversees Regions’ mission to make life better by creating shared value. It is a simple idea: what we do as a business must benefit our customers, Company, stockholders, and communities. Every day, Regions and its associates are making a positive contribution in our communities, whether through partnering with nonprofit organizations, charitable giving, or through Regions’ associate volunteer program, “What A Difference A Day Makes,” which provides a paid day off each year for associates to volunteer in their communities.
The Board appreciates your continued engagement and the trust you have placed in us, and we remain committed to serving your interests in 2018.
March 9, 2018 Sincerely,
a2017reversewordproxy6a02.jpg
a2017reversewordproxy7a02.jpg
Charles D. McCrary
Lead Independent Director



QUICK INFORMATION

QUICK INFORMATION

The following charts provide quick information about Regions’ 2018 Annual Meeting and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.
Meeting Information

Date and Time of Annual Meeting
Wednesday, April 25, 2018
9:00 A.M., local time
Location of Annual Meeting
Regions Center Auditorium
1900 Fifth Avenue North
Birmingham, Alabama 35203
Record Date
February 26, 2018
Proposals That Require Your Vote

 
Proposal
Voting Options
Board
Recommendation
More
Information
Effect of Abstentions
and Broker Non-Votes
Votes Required
for Approval
PROPOSAL 1 –
Election of Directors
FOR, AGAINST, or ABSTAIN
for each Director nominee
FOR each Nominee
Page 25
Abstentions and Broker non-votes have no effect on the vote results for this proposal.
Affirmative “FOR” vote of a majority of the votes cast for or against each Director nominee.
PROPOSAL 2 –
Ratification of
Appointment of
Independent Registered Public
Accounting Firm
FOR, AGAINST, or ABSTAIN
FOR
Page 65
Abstentions have no effect on the vote results for this proposal.
Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.
PROPOSAL 3 –
Advisory Vote on
Executive Compensation
FOR, AGAINST, or ABSTAIN
FOR
Page 68
Abstentions and Broker non-votes have no effect on the vote results for this proposal.
Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.
PROPOSAL 4 –
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Every Year,
Every TWO Years, Every THREE Years, or
ABSTAIN
EVERY YEAR
Page 69
Abstentions and Broker non-votes have no effect on the vote results for this proposal.
 
The option that receives the highest number of votes cast by stockholders will be considered the preferred frequency.
Corporate Governance and Compensation Facts

Corporate Governance or Compensation Matter
Regions
Current Number of Directors
14
Director Independence
Board of Directors - 93%
Audit Committee - 100%
CHR Committee - 100%
NCG Committee - 100%
Risk Committee - 100%
Separate Board Chair and CEO
No
Lead Independent Director
Yes
Robust Responsibilities and Duties Assigned to Lead Independent Director
Yes
Voting Standard
Majority with plurality carveout for contested elections
Frequency of Director Elections
Annual
Resignation Policy
Yes
Classified Board
No
Mandatory Retirement Age
72
Mandatory Retirement Tenure
No
Average Director Age
66


QUICK INFORMATION

Corporate Governance or Compensation Matter
Regions
Average Director Tenure
9
Gender Diversity on the Board
21%
Racial/Ethnic Diversity on the Board
21%
Directors Attending Fewer than 75% of Meetings
0
Number of Meetings Held in 2017
Board of Directors: 8
Audit Committee: 12
CHR Committee: 6
NCG Committee: 5
Risk Committee: 4
Joint Audit Committee and Risk Committee: 1
Joint CHR Committee and Risk Committee: 1
Joint CHR Committee, NCG Committee and Board: 1

Total: 38
Directors Overboarded Under ISS or Glass Lewis Voting Guidelines
0
One Share, One Vote Policy
Yes
Dual-Class Common Stock
No
Cumulative Voting
No
Vote Standard for Charter/By-Law Amendment
75%
Stockholder Right to Call Special Meeting
No
Stockholder Right to Act by Written Consent
No
Board Authorized to Issue Blank-Check Preferred Stock
Yes; however, our capital actions are required to be included as part of our Capital Plan submitted to the Federal Reserve
Poison Pill
No
Proxy Access By-Law
Yes
Exclusive Forum By-Law
Yes
Annual Board and Committee Self-Evaluation Process
Yes
Engage with our Stockholders
Yes
Political Contributions Disclosed
Yes
Anti-Hedging and Anti-Pledging Policies
Yes
Robust Stock Ownership Guidelines
Yes
Shares Pledged by Directors and Executive Officers
0
Codes of Conduct for Directors, Officers, and Associates
Yes
Material Related Party Transactions with Directors
None
Family Relationships
None
Director Onboarding and Ongoing Education Program
Yes
Independent Directors Meet Without Management Present
Yes
Independent Auditor
Ernst & Young LLP
Board Oversight of ESG
Yes
Board Oversight of Company Strategy and Risks
Yes
Board Oversight of Company Sexual Misconduct Policies
Yes
ISG Corporate Governance Principles for U.S. Listed Companies Compliance
We believe Regions is in compliance
CEO Pay Ratio
202:1
Clawback Policy
Yes
Incentive Plans that Encourage Excessive Risk Taking
No
Employment Agreements for Executive Officers
No
Repricing of Underwater Options
No
Excessive Perks
No
Pay-for-Performance
Yes
Frequency of Say-on-Pay Advisory Vote
Annual
Tax Gross-Ups
No
Double-Trigger Change-in-Control Provisions
Yes
Compensation Consultant
Frederic W. Cook & Co.


TABLE OF CONTENTS

TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
Security Ownership of Certain Beneficial Owners
Security Ownership of Directors and Executive Officers
Stock Ownership Guidelines and Holding Period Requirements
Anti-Hedging and Anti-Pledging
24
Section 16(a) Beneficial Ownership Reporting Compliance
24
 
 
What am I voting on?
25
What vote is required to approve this proposal?
25
What does the Board recommend?
25
How often are the members elected, and what is the composition of the Board?
25
What if a nominee is unable or unwilling to serve?
25
What if a nominee does not receive a majority of votes cast?
25
What criteria were considered by the NCG Committee in selecting the nominees?
26
How is the Board membership refreshed?
28
What is the average tenure of the Directors?
29
Who are this year’s nominees?
29
How are Directors compensated?
36
 
 
Overview
38
Corporate Governance Stockholder Engagement
Communications between Stockholders and Other Interested Parties and the Board of Directors
41
Economic Development and Community Outreach
Corporate Environmental Sustainability
43
Meeting our Customers’ Needs
43
Conduct and Culture
44
Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers
44
Respect in the Workplace
45
Report It! Ethics Hotline
46
Talent Management and Associate Development & Well-Being
46
Diversity and Inclusion
46
Policy on Political Contributions
47
Board Leadership Structure
Board, Committee, and Individual Director Evaluation Program
49
Director Onboarding and Ongoing Education
50
Director Independence
50
Family Relationships
53
Transactions with Directors
Other Business Relationships and Transactions
54
Policies Relating to Transactions with Related Persons
54
Board’s Role in the Risk Management Process
Cybersecurity
Relationship of Compensation Policies and Practices to Risk Management
Compensation Consultant Disclosure
59
Director Attendance at Board and Committee Meetings
60
Director Attendance at the Annual Meeting
60
Meetings of Independent Directors
60
Board and Committee Meetings in 2017
60


TABLE OF CONTENTS

Committees of the Board of Directors
61
Committee Composition
61
Audit Committee
Compensation and Human Resources Committee
Compensation Committee Interlocks and Insider Participation
63
Nominating and Corporate Governance Committee
Risk Committee
 
 
What am I voting on?
65
What vote is required to approve this proposal?
65
What does the Board recommend?
65
What services are provided by EY?
65
How much was EY paid for 2017 and 2016?
65
Will a representative of EY be present at the meeting?
66
How long has EY been Regions’ independent auditor?
66
How is Regions assured that EY remains independent?
66
 
 
 
 
What am I voting on?
68
What vote is required to approve this proposal?
68
What does the Board recommend?
68
What is the effect of this resolution?
68
 
 
What am I voting on?
69
What vote is required to approve this proposal?
69
What does the Board recommend?
69
What is the effect of this resolution?
69
 
 
How Pay is Tied to Company Performance
70
Compensation Philosophy and Objectives
Compensation-Setting Process and Timeline
2017 Compensation Decisions — What We Paid and Why
Other Benefits and Perks
Compensation Framework, Policies, Processes, and Risk Considerations
Other Policies and Practices Impacting Compensation Decisions
Change-in-Control, Post-Termination, and Other Employment Arrangements
 
 
 
 
Summary Compensation Table
CEO Pay Ratio
Grants of Plan-Based Awards
Outstanding Equity Awards at December 31, 2017
95
Option Exercises and Stock Vested
97
Pension Benefits
Nonqualified Deferred Compensation
Potential Payments by Regions Upon Termination or Change-in-Control
 
 
A-1
 




regionsproxylogoa01.jpg
REGIONS FINANCIAL CORPORATION
1900 Fifth Avenue North
Birmingham, Alabama 35203

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS
To be held Wednesday, April 25, 2018

TO THE STOCKHOLDERS OF REGIONS FINANCIAL CORPORATION:
The 2018 Annual Meeting of Stockholders of Regions Financial Corporation (“Regions”), a Delaware corporation, will be held:
Date: Wednesday, April 25, 2018
Time: 9:00 A.M., local time
Place: Regions Center Auditorium, 1900 Fifth Avenue North, Birmingham, Alabama 35203
Record Date: February 26, 2018

The annual meeting is being held for the following purposes:
1.
Election to our Board of Directors of the 13 nominees named in our proxy statement to serve as Directors until the next annual meeting of stockholders or in each case until their successors are duly elected and qualified;
2.
Ratification of the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for the year 2018;
3.
Advisory vote on executive compensation; and
4.
Advisory vote on the frequency of future advisory votes on executive compensation.
Regions does not know of any business to be presented for action at the annual meeting other than those items listed above. If any other matters properly come before the annual meeting or any adjournment or postponement thereof, it is intended that the proxies will be voted in respect thereof by and at the discretion of the persons named as proxies on the electronic proxy or proxy card.
The Board of Directors set the close of business on February 26, 2018, as the Record Date for the annual meeting. This means that only Regions common stockholders of record at such date are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement of the meeting.
A complete list of Regions stockholders of record entitled to vote at the meeting will be made available for inspection by any Regions stockholder for 10 days prior to the meeting at the principal executive offices of Regions and at the time and place of the meeting.

 
The annual meeting will begin promptly at 9:00 A.M., local time. Please note that seating is limited and we ask that you allow ample time for the check-in process, which begins at 8:00 A.M., local time. To be admitted to our annual meeting, you must present proof of your stock ownership as of the Record Date and a valid, government-issued photo identification. See page 4 for further details regarding proof of stock ownership.
Your vote is important to us. Whether or not you plan to attend the annual meeting, you are encouraged to promptly submit your proxy with voting instructions. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. If you vote by telephone or via the Internet, you need not return a proxy card. You may revoke your proxy at any time before the vote is taken by notifying the Corporate Secretary of Regions in writing or by validly submitting another proxy by telephone, Internet, or mail. If you are present at the meeting, you may vote your shares in person, which will supersede your proxy. If you hold shares through a Broker, check the voting instructions provided to you by that Broker.
March 9, 2018
By Order of the Board of Directors
a2017reversewordproxy8a02.jpg
 a2017reversewordproxy9a02.jpg
   
 
   Fournier J. Gale, III
Corporate Secretary    


regcolorregisterjpeg.jpg
2018 Proxy Statement
1


 INDEX OF
COMMONLY REFERENCED TOPICS
 
 
Topic
Page
Admission to the Annual Meeting
19
Anti-Hedging and Anti-Pledging
24
Auditor Fees
65
Auditor Tenure
66
Board Leadership Structure
47
Board Meeting Director Attendance
60
Board Refreshment
28
Board Risk Oversight
56
Board, Committee, and Individual Director Evaluation
49
CEO Pay Ratio
93
Change-in-Control Agreements
89
Clawback Policy
86
Committees of the Board
61
Communications with the Board
41
Compensation Consultant
59
Compensation and Performance Peer Groups
85
Contacts at Regions
41
Corporate Governance Principles
38
Corporate Governance Stockholder Engagement
39
Culture
44
Cybersecurity
58
Director Biographies
30
Director Education
50
Director Independence
50
Director Qualifications and Skills
26
Director Retirement Age
38
Director Tenure
29
Economic Development and Community Outreach
42
Environmental Sustainability
43
Lead Independent Director Duties
48
LTIP Grants
80
Pay-for-Performance
70
Perks
83
Political Contributions Policy
47
Record Date
1
Related Person Transactions Policy
54
Say-on-Pay
68
Stock Ownership Guidelines
24
Stock Performance Graph
9
Stockholder Nominations for the 2019 Annual Meeting
20
Stockholder Proposals for the 2019 Annual Meeting
20
 
 
COMMONLY USED
TERMS AND ACRONYMS
 
 
Term
Meaning
401(k) Plan
Regions Financial Corporation 401(k) Plan
Board
Board of Directors of Regions Financial Corporation
Broker
Brokerage firms, banks, or similar entities
BSA/AML/OFAC
Bank Secrecy Act/Anti-Money Laundering/Office of Foreign Assets Control
CCAR
Comprehensive Capital Analysis and Review
CD&A
Compensation Discussion and Analysis
CEO
Chief Executive Officer
CFO
Chief Financial Officer
CHR Committee
Compensation and Human Resources Committee
Code of Conduct
Code of Business Conduct and Ethics
Cook & Co.
Frederic W. Cook & Co.
CRO
Chief Risk Officer
CSR
Corporate Social Responsibility
DDSIP
Directors’ Deferred Stock Incentive Plan
EPS
Earnings Per Share
ESG
Environmental, Social, and Governance
Exchange Act
Securities Exchange Act of 1934, as amended
EY
Ernst & Young LLP
Federal Reserve
The Board of Governors of the Federal Reserve System
FDICIA
Federal Deposit Insurance Corporation Improvement Act of 1991
GAAP
Generally Accepted Accounting Principles in the United States
IRC
U.S. Internal Revenue Code of 1986, as amended
ISG
Investor Stewardship Group
LTIP
Long Term Incentive Plan
NCG Committee
Nominating and Corporate Governance Committee
NEOs
Named Executive Officers
NPL
Non-Performing Loan
NYSE
New York Stock Exchange
OAC
Office of Associate Conduct
OREO
Other Real Estate Owned
PCAOB
Public Company Accounting Oversight Board
PSUs
Performance Stock Units
Retirement Plan
Regions Financial Corporation Retirement Plan
ROATCE
Return on Average Tangible Common Equity
RSUs
Restricted Stock Units
SEC
U.S. Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
SERP
Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan
SOX
Sarbanes–Oxley Act of 2002

Regions®, the Regions logo, and the LifeGreen bike are registered trademarks of Regions Bank. The LifeGreen color is a trademark of Regions Bank. Other words or symbols in this proxy statement that identify other parties’ goods or services may be trademarks or service marks of those other parties.

2
regcolorregisterjpeg.jpg
2018 Proxy Statement


 
 
regionsproxylogoa01.jpg
March 9, 2018
PROXY STATEMENT
The Board of Directors (the “Board”) of Regions Financial Corporation (“Regions,” “Company,” “we,” “us,” or “our”) is furnishing you with this proxy statement to solicit proxies on its behalf to be voted at the 2018 Annual Meeting of Stockholders of Regions. The meeting will be held on Wednesday, April 25, 2018, at 9:00 A.M., local time, in the Regions Center Auditorium, 1900 Fifth Avenue North, Birmingham, Alabama 35203. The proxies may also be voted at any adjournments or postponements of the annual meeting.

The mailing address of our principal executive offices is 1900 Fifth Avenue North, Birmingham, Alabama 35203. We are first furnishing the proxy materials to stockholders on March 9, 2018.
All properly executed written proxies and all properly completed proxies submitted by telephone or the Internet that are delivered pursuant to this solicitation will be voted at the 2018 Annual Meeting of Stockholders in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.
Only owners of record of shares of Regions common stock as of the close of business on February 26, 2018, the Record Date, are entitled to notice of, and to vote at, the meeting or at any adjournments or postponements of the meeting. Each owner of record on the Record Date is entitled to one vote for each share of common stock held. There were 1,122,744,800 shares of common stock issued and outstanding on the Record
Date.
We are continuing to use the SEC’s Notice and Access rule that allows us to furnish our proxy materials to stockholders over the Internet. This means most of our stockholders will receive only a notice containing instructions on how to access the proxy materials over the Internet and vote online. This
 
offers a convenient way for stockholders to review the materials while substantially reducing our printing and mailing expenses and environmental impact. The notice is not a proxy card and cannot be used to vote your shares. If you receive the notice but would still like to receive paper copies of the proxy materials, please follow the instructions on the notice or on the website referred to on the notice.
If you have not already done so, we ask you to consider signing up to receive these materials electronically in the future by following the instructions after you vote your shares over the Internet. Enrolling in future electronic delivery of these materials reduces Regions’ printing and mailing expenses and environmental impact. To enroll for electronic delivery you may also visit http://enroll.icsdelivery.com/rf.
If, however, you have received your proxy materials electronically and would like to receive a paper copy of the Annual Report on Form 10-K or proxy statement, you may, at time any, email investors@regions.com, call 205-264-7040, or write to:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attn: Investor Relations
 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 2018:
The Notice of Annual Meeting and Proxy Statement,
Annual Report on Form 10-K for the year ended December 31, 2017,
and Chairman’s Letter
are available at www.regions.com or www.proxyvote.com.
Important Notice Regarding Delivery of Security Holder Documents
This is the first distribution of proxy solicitation materials to stockholders.
The SEC has adopted rules that allow us to send, in a single envelope, our proxy statement and other required annual meeting materials to two or more stockholders sharing the same address. These rules spell out the conditions under which annual reports, information statements, proxy statements, prospectuses, and other disclosure documents of a company that would otherwise be mailed in separate envelopes to more than one stockholder at a shared address may be mailed as one copy in one envelope addressed to all stockholders at that address (i.e., “householding”). Stockholders who participate in householding will, however, receive separate proxy cards.
Stockholders of record sharing an address whose shares are registered directly in their name with Computershare, our transfer agent, should contact Broadridge at 1-866-540-7095 if they currently receive (1) multiple copies of our proxy materials or notices and wish to receive only one copy of these materials per household in the future or (2) a single copy of our proxy materials or notices and wish to receive separate copies of these materials in the future. Stockholders whose shares of our common stock are held in street name wishing to make such elections should contact their Broker.


regcolorregisterjpeg.jpg
2018 Proxy Statement
3


For the safety of all meeting attendees, we have implemented the following admission policy and meeting rules:

                       Admission to the Annual Meeting

Admission to the 2018 Annual Meeting is limited to our registered and beneficial stockholders as of February 26, 2018, and persons holding valid proxies from stockholders of record. To be admitted to our annual meeting, you must bring a valid, government-issued photo identification and proof of your stock ownership as of the Record Date, such as:
1.    If you are a stockholder of record, bring the Admission Ticket appearing on the top of your proxy card or the Notice of Internet Availability of Proxy Materials you received in the mail.
2.    If your shares are held by a Broker, bring the Notice of Internet Availability of Proxy Materials you received in the mail or a brokerage statement evidencing ownership of Regions common stock as of the Record Date.
3.    If you received our meeting materials electronically, bring a copy of the email notification.
Stockholders who do not present an Admission Ticket or other proof of stock ownership will be admitted only upon verification of ownership at the registration desk. See page 19 for additional information.
For security reasons, no large bags, backpacks, briefcases, or packages will be permitted in the annual meeting, and security measures will be in effect to provide for the safety of attendees. The use of any electronic devices such as cameras (including mobile phones with photographic capabilities), recording devices, smartphones, tablets, laptops, and other similar devices is strictly prohibited.
Individuals with a disability requesting assistance should contact Regions’ Americans with Disabilities Act Manager, Kathy Lovell, by email at kathy.lovell@regions.com, by phone at 205-264-7495 or toll-free at 1-800-370-5087, or by Regions’ Telecommunication Device for the Hearing Impaired and the Deaf (TTY/TDD) toll-free at 1-800-374-5791.
 

                                  Rules and Procedures
Stockholder Question and Answer Session at the Annual Meeting
Following adjournment of the official business of the annual meeting, there will be a time for stockholders to present questions to our Chairman. We will proceed according to the following guidelines:
1.    All questions should be directed to the podium. Please wait to address the meeting until after you have been recognized.
2.    Upon being recognized, please wait for someone to bring a microphone to you. Clearly state your name, your city and state, and your status as either a stockholder or a proxy holder prior to presenting your question.
3.    Each speaker is requested to limit questions to a total of no more than three (3) minutes.
4.    Please permit each speaker the courtesy of concluding his or her remarks.
5.    Questions are welcome and Regions will provide an opportunity for stockholders to ask appropriate questions; however, the purpose of the meeting will be observed and the following discussions are not appropriate:
•    irrelevant to the business of the Company or the conduct of its operations;
•    a request to vote on a proposal or nominee not properly submitted to the Company prior to the meeting;
•    related to pending or threatened litigation;
•    derogatory or defamatory remarks related to Regions, its management, Directors, associates, or customers;
•    language that is profane, loud, threatening, abusive, or encouraging violence or disorder;
•    substantially repetitious statements made by other stockholders;
•    related to personal grievances or individual concerns; or
•    continuing after the maximum time limit is reached.

Violation of the above rules and procedures will be considered cause for expulsion from the meeting, and you will be escorted from the premises by security personnel. In the event of any disorder during the meeting, we may immediately adjourn the meeting and declare the polls open for such period of time as we may determine to receive votes by proxy or ballot on items of business properly presented before the meeting.



4
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROXY SUMMARY

regionsproxylogoa01.jpg
PROXY SUMMARY
 
This summary highlights certain information about Regions. It does not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.

For more complete information regarding the Company’s 2017 performance, review the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
2018 Annual Meeting of Stockholders

 
Date:
Wednesday, April 25, 2018
Time:
9:00 A.M., local time
Place:
Regions Center Auditorium
1900 Fifth Avenue North
Birmingham, Alabama 35203
Record Date:
February 26, 2018
Voting:
Common stockholders as of the Record Date are entitled to vote. Stockholders of record, as well as most beneficial stockholders, can vote by proxy using one of several methods:
cellphoneicon.jpg
To vote with your mobile device (tablet or smartphone), scan the Quick Response Code that appears on your proxy card or Notice of Internet Availability of Proxy Materials (may require free software).
computericon.jpg
To vote over the Internet, visit www.proxyvote.com and enter your 16-digit control number that appears on your proxy card, email notification, or Notice of Internet Availability of Proxy Materials.
telephoneicon.jpg
To vote by telephone, call 1-800-690-6903 and follow the recorded instructions. If you vote by telephone, you also will need your 16-digit control number that appears on your proxy card.
mailicon.jpg
If you request printed copies of the proxy materials be sent to you by mail, vote by proxy by filling out the proxy card and return it in the envelope provided to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
personicon.jpg
Additionally, you may vote in person at the annual meeting. We will collect the ballots prior to the vote being finalized.
If you hold your stock in street name or through the Regions Financial Corporation 401(k) Plan or our Dividend Reinvestment Plan, see Questions and Answers about the Annual Meeting and Voting & Other Information beginning on page 15 for more information about how to vote your shares.
Each stockholder vote is important!
Please submit your vote by proxy over the Internet, by telephone,
or complete, sign, date, and return your proxy card or voting instruction form.
admissionsticketicon.jpgAdmission to the annual meeting is limited to our registered and beneficial stockholders as of the Record Date and persons holding valid proxies from stockholders of record. To be admitted to our annual meeting, you must provide proof of your stock ownership as of the Record Date or a valid proxy and a valid, government-issued photo identification. See page 19 for further details about documentation that can be used to prove ownership and some of the security measures that will be in place.
If you have not already done so, we strongly encourage you to enroll in electronic delivery of proxy materials because, in addition to reducing Regions’ printing and mailing expenses and environmental impact, doing so allows you to easily reprint your proof of admission should you misplace it.


regcolorregisterjpeg.jpg
2018 Proxy Statement
5

PROXY SUMMARY

Proposals That Require Your Vote

 
Proposal
Voting Options
Board Recommendation
More
Information
Effect of Abstentions
and Broker Non-Votes
Votes Required for Approval
PROPOSAL 1 –
Election of Directors
FOR, AGAINST, or ABSTAIN
for each Director Nominee
FOR each Nominee
Page 25
Abstentions and Broker non-votes have no effect on the vote results for this proposal.
Affirmative “FOR” vote of a majority of the votes cast for or against each Director Nominee.
PROPOSAL 2 –
Ratification of
Appointment of
Independent Registered Public
Accounting Firm
FOR, AGAINST, or ABSTAIN
FOR
Page 65
Abstentions have no effect on the vote results for this proposal.
Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.
PROPOSAL 3 –
Advisory Vote on
Executive Compensation
FOR, AGAINST, or ABSTAIN
FOR
Page 68
Abstentions and Broker non-votes have no effect on the vote results for this proposal.
Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.
PROPOSAL 4 –
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Every Year,
Every Two Years, Every Three Years, or ABSTAIN
EVERY YEAR
Page 69
Abstentions and Broker non-votes have no effect on the vote results for this proposal.
 
The option that receives the highest number of votes cast by stockholders will be considered the preferred frequency.

Information about Regions

 
Regions (NYSE:RF) is a financial holding company headquartered in Birmingham, Alabama, that operates in the South, Midwest, and Texas. Regions, through its subsidiaries, provides traditional commercial, retail, and mortgage banking services, as well as other financial services in the fields of asset management, wealth management, securities brokerage, insurance, trust services, merger and acquisition advisory services, and specialty financing.
branchandatmmap.jpg
 
At December 31, 2017, Regions had total consolidated assets of approximately $124.3 billion, total consolidated deposits of approximately $96.9 billion, and total consolidated stockholders’ equity of approximately $16.2 billion.
Regions is a Delaware corporation. Its principal executive offices are located at 1900 Fifth Avenue North, Birmingham, Alabama 35203. Regions is a member of the S&P 500 Index and, as of December 31, 2017, is the 20th largest full-service bank holding company in the nation.
Regions conducts its banking operations through our wholly-owned subsidiary, Regions Bank, an Alabama state-chartered commercial bank that is a member of the Federal Reserve System. At December 31, 2017, Regions Bank operated approximately 1,900 ATMs and 1,500 branch outlets.









6
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROXY SUMMARY

Strength of Culture
There are many elements of Regions’ culture, but the key element is a shared passion for our mission of making life better for our customers, communities, associates, and stockholders by creating shared value. Our mission defines our corporate purpose and answers the question, “What do we want to accomplish as we work together?”
 

Our mission is to achieve superior economic value for our shareholders over time by
making life better for our customers, our associates, and our communities
and creating shared value as we help them meet their financial goals and aspirations.
 
Our culture values integrity and fosters a belief that trust must be earned and all of us are accountable for results. We believe in collaboration and working as a team. The Board and executive management recognize, however, that the tone for our corporate culture starts at the top and that creating a respectful workplace is at the heart of creating and maintaining a desirable culture. As such, the NCG Committee reviews and oversees the Company’s Code of Conduct in conjunction with our General Counsel.
See pages 44 through 47 for more information about Regions’ corporate culture and our policies and practices that support it.
Our Vision Statement
Regions aims to be the premier regional financial institution in America through being deeply embedded in its communities, operating as one team with the highest integrity, providing unique and extraordinary service to all of its customers, and offering an unparalleled opportunity for professional growth for its associates.
Our vision statement is an aspiration, and it defines our future. It is meant to guide what we do, where we do it, and how we will execute. We aim to achieve our vision by: providing expert financial advice, guidance, and education to customers; building well-developed business plans that we execute with discipline; building on a foundation of integrity and trust throughout our business; delivering excellent customer service and convenience; and offering our associates the opportunity to grow professionally and be part of an outstanding team.
 
Our Values
At Regions, our values are not simply the values of a legal entity; they are values that encompass the ethics and commitment of our associates. We believe how we reach our potential and create shared value is just as important as what we achieve. While a company may claim corporate ideals or adopt a lofty vision statement, ultimately it is a company’s associates who will need to embody those ideals in order to make the company’s vision a reality. Our values guide our day-to-day life, how we treat customers and each other, and the expectations we have for ourselves.
At Regions, we strive to use our corporate values as a lens through which decisions should be made. We believe it is more appropriate to look first at customer needs rather than the products or services we can offer. Our approach of “Getting to Know Your Customer” before offering our solutions is, we believe, the right way to do business. Our values are the statement of how we will do business; they are a promise and a measuring stick against which to judge our behavior and results:
OUR
VALUES
Put people
FIRST
Do what
IS RIGHT
Focus on your CUSTOMER
Reach
HIGHER
Enjoy
LIFE
Put People First: Have respect for every person. Listen. Care. Serve others before yourself. Build the best team. Be inclusive. Work as one team. Balance work in a full life. Lead humanely. Set the good example. And remember to say thank you.
 
Do What is Right: Always. Be honest. Do what you say. Use common sense. Stand for quality and integrity. Take the long view. Earn trust. Be responsible and accountable.
Focus on Your Customer: Serving the customer as one team, in an exceptional way, is our business, our only business. Know your customer. Serve your customer. Be committed. Understand needs. Meet needs. Make your customer’s life better by what you do. Create shared value.
Reach Higher: Grow. Our company must grow, and we must grow prudently. Raise the bar. Be energetic. Be innovative. Achieve excellence. Improve continuously. Inspire and enable others. Succeed the right way. Improve efficiency and effectiveness.
Enjoy Life: Have fun. We are in the business of banking. But more importantly, we are in the business of life. Enjoy it. Laugh. Be creative. Celebrate. Recognize success.

regcolorregisterjpeg.jpg
2018 Proxy Statement
7

PROXY SUMMARY

Our Strategy
Our values, mission, and vision complement each other and work together to guide how we develop our business strategy. Our strategic priorities, appearing in the graphic to the right, guide our day-to-day operations. Included within the Regions’ triangle is a new strategic priority that was launched in the fall of 2017: Simplify and Grow.
simplifygrowlogolarger.jpg
Simplify and Grow will transform how we approach our work and will focus on these four key elements:
•     A better customer experience
•     Accelerated revenue growth
•     Improved efficiency
•     A better associate experience
 


newtriangle.jpg
 
In addition to the strategic priorities, Regions has a comprehensive three-year strategic plan that is updated annually and is designed to further promote long-term stockholder value. As our strategic plan was prepared and reviewed with our Board, our executive management team worked to ensure there was alignment of our corporate strategy with our Board’s Enterprise Risk Appetite Statement. Our strategy demonstrates the strength of our culture, markets, team, and strong capital base, as well as our commitment to deliver sustainable performance and stockholder returns over the three-year period.
 
Each of the strategic priorities also includes more detailed lists of initiatives that are reviewed annually. With respect to the Strengthen Financial Performance priority, we continue to focus on three initiatives as part of the 2018-2020 Strategic Plan:
Grow and diversify revenue streams
Maintain disciplined expense management
Optimize and effectively deploy capital


Executive management and the Board understand that both long- and short-term strategies must consider more than financial results. We must consider our economic and societal impact. Regions takes a shared value approach, under which we seek to create value for our customers, associates, communities, and stockholders. Regions does not succeed unless all of our stakeholders succeed. We also must consider the impact societal and economic changes can have on us. This shared value can be seen in our mission statement discussed previously.
 
2017 Year-End Business Highlights and Execution of Our Strategic Plan
 
 
2017 Targets
 
2017 Results
Grow and Diversity Revenue
Net Interest Income and other financing income
+ 3%-5%
 
+ 4.2%
Adjusted non-interest income*
relatively stable
 
- 0.3%
Disciplined Expense Management
Adjusted non-interest expense*
+ 0%-1%
 
+ 0.9%
Adjusted efficiency ratio*
~ 62%
 
62.2%
Other Key Metrics
Adjusted operating leverage*
~ 2%
 
+ 1.8%
Net charge-offs
35-50 bps
 
38 bps
* Non-GAAP, see reconciliation in Regions’ Current Report on Form 8-K filed January 19, 2018, Exhibit 99.2, page 13.
We reported net income available to common stockholders from continuing operations totaling approximately $1.2 billion, an increase of 9 percent, and earnings per diluted share from continuing operations of $1.00, a 15 percent increase. We returned approximately $1.6 billion of earnings to our stockholders in the form of quarterly dividends and common share repurchases.



 




8
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROXY SUMMARY

Stock Performance Graph
This graph shows the cumulative total stockholder return for Regions common stock in each of the five years from December 31, 2012, to December 31, 2017. The graph also compares the cumulative total returns for the same five-year period with the S&P 500 Index and the S&P 500 Banks Index.
The comparison assumes $100 was invested on December 31, 2012, in Regions common stock, the S&P 500 Index, and the S&P 500 Banks Index and that all dividends were reinvested.
 
chart-bec1d7b9da505d69a98.jpg
 
Cumulative Total Return
 
12/31/12

12/31/13

12/31/14

12/31/15

12/31/16

12/31/17

Regions
$
100.00

$
140.22

$
152.32

$
141.78

$
217.49

$
267.40

S&P 500 Index
$
100.00

$
132.37

$
150.48

$
152.55

$
170.78

$
208.05

S&P 500 Banks Index
$
100.00

$
135.72

$
156.78

$
158.10

$
196.54

$
240.87

2017-2018 Recognitions
 
Thanks to our talented and dedicated team, Regions received industry recognition in a number of categories throughout the year, including:
Ranked number one in customer satisfaction in the 2017 American Customer Satisfaction Index
Named 2017 Gallup Great Workplace Award Winner for the third consecutive year
Recognized by 2020 Women on Boards for having 20 percent or more gender diversity on our Board
Regions stock continues to make up part of the Pax Ellevate Global Women’s Index Fund, which is the first mutual fund to invest in the highest rated companies in the world for advancing women’s leadership
Regions stock named a Top Socially Responsible Dividend Stock by Dividend Channel
Corporate Secretary’s Corporate Governance Awards: Finalist for Best Proxy Statement, Large Cap for the third year in a row
 
Received 2017 Javelin Trust in Banking Leaders Award
Recognized by the Temkin Group, for the fourth straight year, as a top performer in its Customer Experience Rankings
Recognized, for the third consecutive year, by Greenwich Associates for Private Wealth Management’s commitment to quality service in Middle Market and Small Business Banking
Received 22 additional Greenwich Excellence Awards in middle market and small business banking at the beginning of 2018
Regions’ Directors Carolyn H. Byrd and John E. Maupin Jr. were recognized in Black Enterprise’s Registry of Corporate Directors, an exclusive roster of African Americans who serve on the boards of directors among the nation’s 500 largest publicly-traded companies
Earned the Junior Achievement President’s Bronze Award for providing more than 8,000 volunteer hours


regcolorregisterjpeg.jpg
2018 Proxy Statement
9

PROXY SUMMARY

Proposal 1 – Election of Directors (page 25)

 
The proxy statement contains important information about the experience, qualifications, attributes, and skills of the Director nominees. The following chart sets forth some of that information.
The Board has four standing Committees: the Audit Committee, the Compensation and Human Resources (“CHR”) Committee, the Nominating and Corporate Governance (“NCG”) Committee, and the Risk Committee.
 
Age
Independent
Regions Board Committee(s)
Principal Occupation
Other Boards (1)
Carolyn H. Byrd (2)
69
Yes
Audit Committee (Chair)
Chairman and CEO,
GlobalTech Financial, LLC
Federal Home Loan Mortgage Corporation (“Freddie Mac”)
Don DeFosset
69
Yes
CHR Committee (Chair)
Risk Committee
Retired Chairman,
President, and CEO,
Walter Industries, Inc.
Terex Corporation;
National Retail Properties;
ITT Corporation
Samuel A. Di Piazza, Jr. (2)
67
Yes
Audit Committee
CHR Committee
Retired Global CEO, PricewaterhouseCoopers; Retired Vice Chairman, Citigroup Global Corporate and Investment Bank
AT&T Inc.;
ProAssurance Corporation;
Jones Lang LaSalle Incorporated
Eric C. Fast (2)
68
Yes
Audit Committee
Risk Committee
Retired CEO, Crane Co.
Automatic Data Processing, Inc.;
Lord Abbett Family of Funds
O. B. Grayson Hall, Jr.
60
No
 
Chairman and CEO, Regions Financial Corporation and Regions Bank
Vulcan Materials Company;
Alabama Power Company*
John D. Johns (3)
66
Yes
Risk Committee (Chair)
Executive Chairman,
Protective Life Corporation
Genuine Parts Company;
The Southern Company;
Protective Life Corporation**
Ruth Ann Marshall
63
Yes
CHR Committee
NCG Committee
Retired President,
The Americas, MasterCard International, Inc.
ConAgra Foods, Inc.;
Global Payments Inc.
Susan W. Matlock
71
Yes
CHR Committee
Risk Committee
Retired President and
CEO, Innovation Depot, Inc.
 
John E. Maupin, Jr.
71
Yes
Audit Committee
NCG Committee
Retired President and CEO, Morehouse School of Medicine
LifePoint Health, Inc.;
VALIC Company I and II;
Encompass Health Corporation (f/k/a HealthSouth Corporation)
Charles D. McCrary (4)
66
Yes
NCG Committee (Chair)
Retired President and CEO, Alabama Power Company
 
James T. Prokopanko
64
Yes
NCG Committee
Risk Committee
Retired President and CEO, The Mosaic Company
Vulcan Materials Company;
Xcel Energy Inc.
Lee J. Styslinger III (2)
57
Yes
Audit Committee
Risk Committee
Chairman and CEO,
Altec, Inc.
Vulcan Materials Company;
Workday, Inc.
José S. Suquet (3)
61
Yes
CHR Committee
Risk Committee
Chairman, President, and CEO, Pan-American Life Insurance Group
 

 
(1)
Corporations subject to the registration or reporting requirements of the Exchange Act, or registered under the Investment Company Act of 1940.
(2)
Audit Committee Financial Expert.
(3)
Risk management expert.
(4)
Lead Independent Director.
*
Alabama Power Company has no publicly traded common stock but does issue public debt and preferred stock.
**
Protective Life Corporation has no publicly traded common stock but does issue public debt.

Our Board recommends that you vote “FOR” all 13 nominees standing for election.



10
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROXY SUMMARY

Current Board Composition
The composition of our current 14-member Board represents a diverse set of experiences, expertise, and attributes:
chart-4568f1c2879f78f1d9e.jpgchart-db9e45548f410f80414.jpgchart-3a46b01f8a129cdcd77.jpg

Based on information provided as part of this year’s year-end Director questionnaire, the following represents the number of our 13 current independent Directors with considerable or extensive experience in areas that are critical to Regions’ operations, which are further discussed on page 27. Information regarding each Director nominee’s “top skills” can be found within their individual biographies on pages 30 through 36.
chart-71fb37e33ee74828c3a.jpg


regcolorregisterjpeg.jpg
2018 Proxy Statement
11

PROXY SUMMARY

Corporate Governance (page 38)

 
Our Board works with executive management to ensure we are not only in compliance with laws and regulations, but are keeping pace with the constantly changing corporate governance landscape. For example, we believe Regions is in compliance with ISG Corporate Governance Principles for U.S. Listed Companies that went into effect at the beginning of 2018. Doing so also helps provide oversight and guidance for sound decision-making and accountability. We must hold ourselves to high standards when it comes to corporate governance, ethics, and risk management. This requires that we solicit input and feedback from many different stakeholders, both internally and externally.
Information about our corporate governance stockholder engagement, environmental and social practices, culture, Code of Conduct, Director independence, transactions with related persons, cybersecurity, and Committee information, among other topics, can be found in the Corporate Governance section of this proxy statement.
Proposal 2 — Ratification of Auditors (page 65)

 
We are asking our stockholders to ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for 2018. Below is summary information with respect to fees paid by us for services provided by EY during 2017 and 2016.
 
2017

2016

Audit fees
$
6,728,474

$
6,148,610

Audit related fees
391,273

397,708

Tax fees
249,310

78,811

All other fees
303,815

235,506

Total fees
$
7,672,872

$
6,860,635


The Board recommends you vote “FOR” this proposal.
Proposal 3 — Advisory Vote on Executive Compensation (page 68)

 
 
We are asking stockholders to cast a non-binding advisory vote on our executive compensation program. Please review our Compensation Discussion and Analysis (“CD&A”), which begins on page 70, for a description of the actions and decisions of the CHR Committee during 2017 regarding our compensation programs, as well as the accompanying compensation tables and related narrative. Last year our stockholders approved executive compensation with more than 96 percent of the votes cast in favor of the proposal.
The Board recommends that you vote “FOR” this proposal.
2018 Executive Officers
Our current executive officers are listed below.
Name
Age
Position
O. B. Grayson Hall, Jr.
60
Chairman and Chief Executive Officer
David J. Turner, Jr.
54
Chief Financial Officer
Fournier J. Gale, III
73
General Counsel and Corporate Secretary
C. Matthew Lusco
60
Chief Risk Officer
John B. Owen
57
Head of Enterprise Services and Consumer Banking
John M. Turner, Jr.
56
President
Brett D. Couch
54
Head of Corporate Real Estate and Procurement
Barb Godin
64
Chief Credit Officer
C. Keith Herron
54
Head of Corporate Responsibility and Community Engagement
William E. Horton
66
Head of Commercial Banking
Ellen S. Jones
59
Head of Strategic Performance and Alignment
David R. Keenan
50
Head of Human Resources
Scott M. Peters
56
Head of Consumer Banking Group
William D. Ritter
47
Head of Wealth Management Group
Ronald G. Smith
57
Head of Corporate Banking Group


12
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROXY SUMMARY

Executive Compensation
 
Although total reported compensation for our CEO declined in 2017 as compared to last year, this was the result of a smaller change in pension value for the year. Our CEO’s direct compensation, as well as the compensation for our other Named Executive Officers (“NEOs”), increased in 2017 as compared to 2016. The increase in compensation reflects our improved operating results in 2017, which was our strongest performing year since 2007. The following information is an overview of the compensation decisions made in 2017 and the performance-based nature of those decisions:
In December 2017, Regions named Mr. John Turner President of the Company. Mr. Turner is now included in this proxy statement as an NEO. Mr. Turner joined Regions in 2011 after serving as president for another financial institution and led our South Region before assuming responsibility for our Corporate Banking Group over three years ago. Mr. Turner, while serving as Head of Corporate Banking Group, did an exemplary job of diversifying the Corporate Banking Group’s revenue through investments in people, products, and capabilities; fostering teamwork and the execution of our relationship strategies; and reshaping the business to improve profitability returns and effective use of capital while strengthening credit quality and overall risk management. This promotion is an example of Regions’ ongoing talent management process, which ensures our Company develops its executives to assume greater responsibility and provides continuity of management.
After reviewing NEO target pay levels in early 2017, the CHR Committee decided to leave our CEO’s base salary and short term incentive target unchanged from the previous year. Other compensation decisions for our NEOs are described in the CD&A.
 
Annual short term incentive target opportunities for our NEOs remained consistent, with no change from 2016 to 2017. Diligent execution of our strategic plan yielded above-target corporate results for the year at 158 percent of our target expectations. Accordingly, the 2017 annual cash bonus payments for each of our NEOs increased over payments made in 2016.
While long-term incentive targets remained unchanged for three of our NEOs, Mr. Hall and Mr. J. Turner each received an increase to their individual long-term incentive targets.
Long-term incentive grants issued for the year continue to constitute the largest portion of direct compensation for our NEOs, which is consistent with our philosophy to create a strong tie between NEO and stockholder financial interests through sustaining positive performance over a multi-year period. Consistent with prior grants, the long-term incentives granted in 2017 include three components:
1.
Performance Stock Units (“PSUs”) that do not vest for three years and for which the ultimate value and amount are based on the future performance of the Company.
2.
Performance Cash Units that do not vest for three years and for which the ultimate value and amount are based on the future performance of the Company.
3.
Restricted Stock Units (“RSUs”) that do not vest for three years and are subject to maintaining certain safety and soundness criteria.

The chart below shows the 2017 compensation for Regions’ Chairman and CEO, O. B. Grayson Hall, Jr., and other NEOs, as a group, in each case expressed as a percentage of total direct compensation.

compmixa01.jpg


regcolorregisterjpeg.jpg
2018 Proxy Statement
13

PROXY SUMMARY

2017 Compensation Overview Table
 
 
 
Long-Term Awards($)
 
 
Name
Principal Position
Salary
Stock 
Awards
Non Equity
LTI Granted (Cash)
Annual
Incentive
Total
O. B. Grayson Hall, Jr.
Chairman and Chief Executive Officer
$
1,000,000

$
3,558,511

$
1,800,000

$
2,985,500

$
9,344,011

David J. Turner, Jr.
Chief Financial Officer
$
664,200

$
790,790

$
400,000

$
1,140,806

$
2,995,796

John B. Owen
Head of Enterprise Services and Consumer Banking
$
680,600

$
790,900

$
400,000

$
1,191,297

$
3,062,797

John M. Turner, Jr.
President
$
600,000

$
790,790

$
400,000

$
1,039,896

$
2,830,686

C. Matthew Lusco

Chief Risk Officer

$
584,250

$
790,790

$
400,000

$
1,003,486

$
2,778,526

 
The table above illustrates how the CHR Committee viewed NEO compensation for 2017. It differs from the Summary Compensation Table required by the SEC and included in the section Compensation of Executive Officers beginning on page 91 of this proxy statement. The principal differences can be summarized as follows:
The table above provides the entire value of the long-term incentive grants made to NEOs in 2017 through the “Long-Term Award” section. The annual grant consisted of three equal parts, RSUs, PSUs, and Performance Cash Units. Both the stock and non-equity (cash) portion of the 2017 grant is reflected in this table and is considered 2017 compensation by the CHR Committee.
Under rules established by the SEC, the Summary Compensation Table required to be included with our CD&A reports only the portion of the long-term incentive grant delivered in the form of stock equivalents in the year granted. Cash awards from the 2017 grant will not be
 
reflected in the Summary Compensation Table until the year they are earned, which, for 2017 grants, will be in 2020. Similarly, the Summary Compensation Table reports the value of the cash performance portion of the 2015 long-term incentive grant in the “Non-Equity Incentive Compensation” column because the performance period for that award ended as of December 2017. As described on page 81, the 2015 performance grant was earned at 100 percent of target. The value of this award is not included in this alternative table because it is considered by the CHR Committee to be compensation awarded for 2015 although subject to future performance criteria.
The Summary Compensation Table reports the change in pension value and nonqualified deferred compensation earnings, as well as all other compensation.
For more detail, refer to the CD&A beginning on page 70 of this proxy statement.
Proposal 4 — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (page 69)

 
 
In addition to the advisory vote on our executive compensation program, we are also asking stockholders to cast a non-binding advisory vote on the frequency of future advisory votes on our executive compensation program. Our last frequency vote was held in 2012 at which time the stockholders recommended an annual Say-on-Pay vote, and the Board affirmed that recommendation. We are once again asking our stockholders on how frequently we should hold future Say-on-Pay votes. You may vote to have the Say-on-Pay vote every year, every two years, or every three years.
The Board recommends that you vote “EVERY YEAR” on this proposal.

14
regcolorregisterjpeg.jpg
2018 Proxy Statement

QUESTIONS AND ANSWERS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING & OTHER INFORMATION
Who is entitled to vote at the meeting, and what are my voting rights?

 
 
The Board set February 26, 2018, as the Record Date for the annual meeting. If you were a stockholder of record at the close of business on the Record Date, you are entitled to vote at the meeting.
As of the Record Date, 1,122,744,800 shares of our common stock were issued and outstanding and, therefore, eligible to be voted at the meeting. Holders of our common stock are entitled to one vote per share; therefore, a total of 1,122,744,800 votes are entitled to be cast at the meeting. There is no cumulative voting.
Holders of our Depositary Shares, each representing 1/40th interest in a share of our Non-Cumulative Perpetual Preferred Stock, Series A (the “Class A Depositary Shares”) or representing 1/40th interest in a share of our Non-Cumulative Perpetual Preferred Stock, Series B (the “Class B Depositary Shares”), are not entitled to vote at the annual meeting.
How many shares must be present to hold the meeting?

 
 
A majority of the outstanding shares of Regions common stock must be present, in person or by properly executed or otherwise documented proxy, to constitute a quorum at the annual meeting.
Abstentions and Broker non-votes will be counted for the purpose of determining whether a quorum is present. We urge you to vote promptly by proxy, even if you plan to attend the meeting, so that we will know as soon as possible that enough shares will be present for us to hold the meeting.
What is a proxy statement, and what is a proxy?

 
 
In accordance with the federal securities laws and the regulations of the SEC, a proxy statement is a document we give to you, or provide you access to, when we are soliciting your vote.
A proxy is your designation of another person to vote your shares. Fournier J. Gale, III, our General Counsel and Corporate Secretary, and Hope D. Mehlman, our Chief Governance Officer, Assistant General Counsel, and Assistant Corporate Secretary, have been designated as the proxies to cast the votes of our stockholders at our 2018 Annual Meeting.
What is Notice and Access?

 
 
Notice and Access is an SEC rule that allows us to furnish our proxy materials over the Internet instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about March 12, 2018, we will send most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials over the Internet and vote online.
The Notice of Internet Availability of Proxy Materials is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to in the notice.
Since 2012, when we started distributing our annual meeting materials under the SEC’s “Notice and Access” rule, we have printed roughly 90 percent fewer Proxy Statements and Annual Reports on Form 10-K each year, helping us reduce our carbon footprint and impact on the environment.
How can I access Regions’ proxy materials and annual report electronically?
  

This proxy statement, the Company’s 2017 Annual Report on Form 10-K, and the Chairman’s Letter are available on the Investor Relations section of www.regions.com and at www.proxyvote.com, as set out in the Notice of Internet Availability of Proxy Materials.
How do I sign up for electronic delivery of proxy materials?
  
 
Most stockholders can elect to view our future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail.

regcolorregisterjpeg.jpg
2018 Proxy Statement
15

QUESTIONS AND ANSWERS

You can choose to receive future proxy statements and annual reports electronically by following the prompt that will appear if you choose to vote through the Internet. Stockholders who choose to view future proxy statements and annual reports through the Internet will receive an email with instructions containing the Internet address of those materials, as well as voting instructions, approximately four weeks before future meetings.
If you have not already done so, we ask you to consider signing up to receive these materials electronically in the future by following the instructions after you vote your shares over the Internet. Enrolling in future electronic delivery of these materials reduces Regions’ printing and mailing expenses and environmental impact.
Benefits of Accessing Annual Meeting Materials Online
Immediate receipt of the proxy statement, Annual Report on Form 10-K, and related materials
It saves Regions and its stockholders money by eliminating the costs of printing and postage
Online proxy voting
Electronic documents are more convenient than paper
You will receive less mail and will not have to worry about misplacing your paper materials
It is much better for the environment
If you elect to view our proxy statement and annual report electronically and vote your proxy through the Internet, your enrollment will remain in effect for all stockholder meetings until you cancel it. To cancel, registered stockholders should visit
http://enroll.icsdelivery.com/rf and follow the instructions to cancel your enrollment. If you hold your shares in street name, check the information provided by your Broker for instructions on how to cancel your enrollment.
If at any time you would like to receive a paper copy of the proxy statement or annual report, please email investors@regions.com, call 205-264-7040, or write to:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Investor Relations
What is the difference between being a “stockholder of record” and a “street name” holder or “beneficial owner”?

 
 
If your shares are registered directly in your name with Computershare, our transfer agent, you are considered the “stockholder of record” with respect to those shares. If your shares are held by a Broker, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in street name, you will have the opportunity to instruct your Broker how to vote your shares. Street name stockholders may only vote in person if they have a legal proxy.
What is the deadline for voting?

If You Are:
And You Are Voting by:
Your Vote Must Be Received:
A stockholder of record
Mail or in Person
Prior to the annual meeting
Internet, mobile device, or telephone
By 11:59 p.m. ET on April 24, 2018
A street name holder
Mail or in Person
Prior to the annual meeting
Internet, mobile device, or telephone
By 11:59 p.m. ET on April 24, 2018
A participant in Regions 401(k) Plan
Mail
By April 22, 2018
Internet, mobile device, or telephone
By 11:59 p.m. ET on April 22, 2018
How do I vote?

 
 
If you have the ability to vote online, we encourage you to record your vote through the Internet to reduce corporate expenses. The deadline for voting by telephone or through the Internet is 11:59 P.M., Eastern Time on April 24, 2018. If you vote by mail, your proxy card must be received by April 24, 2018. If your shares are held in nominee or street name, you may vote your shares before the meeting by phone or over the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials you received or, if you received a Voting Instruction Form from your Broker, by mail after completing, signing, and returning the form you received. You should check your Voting Instruction Form to see if Internet or telephone voting is available to you. Although most Brokers offer telephone and Internet voting, availability and specific processes will depend on the Broker’s voting arrangements. See the Notice of Internet Availability of Proxy Materials or Voter Instruction Form for available options.


16
regcolorregisterjpeg.jpg
2018 Proxy Statement

QUESTIONS AND ANSWERS

Stockholders of record, and most beneficial stockholders, have several ways to vote:
cellphoneicon.jpg
To vote with your mobile device (tablet or smartphone), scan the Quick Response Code that appears on your proxy card or Notice of Internet Availability of Proxy Materials (may require free software).
computericon.jpg
To vote over the Internet, visit www.proxyvote.com and enter your 16-digit control number that appears on your proxy card, email notification, or Notice of Internet Availability of Proxy Materials.
telephoneicon.jpg
To vote by telephone, call 1-800-690-6903 and follow the recorded instructions. If you vote by telephone, you also will need your 16-digit control number that appears on your proxy card.
mailicon.jpg
If you request printed copies of the proxy materials be sent to you by mail, vote by proxy by filling out the proxy card and return it in the envelope provided to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
personicon.jpg
Additionally, you may vote in person at the annual meeting. We will collect the ballots prior to the vote being finalized.
How do I vote shares held in the Regions 401(k) Plan?

 
If you are a participant in the Regions 401(k) Plan, you may direct the 401(k) Plan trustee how to vote your shares. Under the terms of the 401(k) Plan, the 401(k) Plan trustee votes all shares held by the 401(k) Plan, but each participant may direct the trustee how to vote the shares of Regions common stock allocated to his or her 401(k) Plan account. If you own shares through the 401(k) Plan and do not submit voting instructions, the 401(k) Plan trustee will vote the shares in favor of Proposals 1, 2, and 3 and “Every Year” for Proposal 4. To vote your shares held in the 401(k) Plan, follow the instructions above by 11:59 P.M., Eastern Time on April 22, 2018.
How do I vote shares held in the dividend reinvestment plan?

 
If you are a participant in the Computershare Investment Plan for Regions Financial Corporation (the “Dividend Reinvestment Plan”), the proxy card or electronic voting instructions cover all shares allocated to your account under the plan. If you do not return your proxy card, or vote by telephone or over the Internet, your shares in the Dividend Reinvestment Plan will not be voted. To vote your shares held in the Dividend Reinvestment Plan, follow the instructions above.
Can I change my vote after submitting my proxy?

 
If you voted over the Internet or by telephone, you can change your vote by voting again over the Internet or by telephone before 11:59 P.M., Eastern Time on April 24, 2018.
You can revoke your proxy at any time before the vote is taken at the annual meeting by submitting written notice of revocation or a properly executed proxy of a later date to our Corporate Secretary or by attending the annual meeting and voting in person.
Written notices of revocation and other communications about revoking a proxy should be addressed to:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Fournier J. Gale, III, Corporate Secretary
If your shares are held in street name, you should follow your Broker’s instructions regarding the revocation of proxies.
What if I do not specify how I want my shares voted?

 
If you requested printed copies of the proxy materials and sign and return your proxy card without giving specific voting instructions, your proxy will be voted in accordance with the Board’s recommendations.
Our telephone and Internet voting procedures do not permit you to submit your proxy vote without specifying how you want your shares voted.

regcolorregisterjpeg.jpg
2018 Proxy Statement
17

QUESTIONS AND ANSWERS

How will my shares be voted if I don’t provide my proxy and don’t attend the annual meeting?

 
If you are a stockholder of record and do not provide a proxy or vote in person at the meeting, your shares will not be voted.
If you hold your shares through the Regions 401(k) Plan and do not vote your shares, your shares (along with all other shares in the 401(k) Plan for which votes are not cast) will be voted by the trustee in favor of Proposals 1, 2, and 3 and “Every Year” for Proposal 4 (see above).
If you are a participant in the Dividend Reinvestment Plan and do not vote, your shares in the plan will not be voted.
If you hold your shares in street name and do not give your Broker instructions on how to vote your shares, your Broker may not vote on any proposal other than Proposal 2 (the ratification of appointment of EY as our independent registered public accounting firm for 2018).
Who pays the expenses of this proxy solicitation?

 
Our proxy materials are being distributed by our Board in connection with the solicitation of proxies for our annual meeting. We pay the entire cost of soliciting your proxy, including the cost of preparing, assembling, printing, mailing, or otherwise distributing the Notice of Internet Availability of Proxy Materials and these proxy materials, as well as soliciting your vote. In addition to solicitation of proxies by mail, we request that Brokers send proxies and proxy materials or Notice of Internet Availability of Proxy Materials to the street name/ beneficial owners of Regions common stock and secure their voting instructions. We will reimburse Brokers for their reasonable expenses in taking those actions.
We have made arrangements with Innisfree M&A Incorporated to assist us in soliciting proxies and have agreed to pay $15,000, plus reasonable and customary expenses, for these services. If necessary, we also may use several of our associates, without additional compensation, to solicit proxies from Regions stockholders, either personally or by telephone, facsimile, email, or letter, on Regions’ behalf. If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated:  
mailicon.jpg
Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022.
telephoneicon.jpg
Stockholders may call Innisfree toll-free: 1-888-750-5834.
telephoneicon.jpg
Brokers may call Innisfree collect: 1-212-750-5833.
Who counts the votes?
  
 
We have engaged Broadridge Financial Solutions, Inc. to count the votes represented by proxies and cast in person by ballot and to act as Inspector of Election. A representative from Broadridge will be present at the annual meeting.
When will the Company announce the voting results?
 
 
We will announce the preliminary voting results at the annual meeting. The Company will report the final voting results in a Current Report on Form 8-K filed with the SEC within four business days of the annual meeting.
What were the voting results of the 2017 Annual Meeting?
 
 
At Regions’ annual meeting held in 2017, the stockholders elected Regions’ 14 Director nominees, ratified the appointment of EY as the independent registered public accounting firm for 2017, and approved executive compensation (“Say-on-Pay”). The following is a summary of the voting on each matter presented to our stockholders last year:
Eligible Votes
1,205,568,693
 
Total Voted
1,040,221,395
86
%
Broker Non-Votes
157,036,812
13
%

18
regcolorregisterjpeg.jpg
2018 Proxy Statement

QUESTIONS AND ANSWERS

Proposal
Votes “For”

 
Proposal
Votes “For”

Carolyn H. Byrd
99.24
%
 
Susan W. Matlock
98.61
%
David J. Cooper, Sr.
98.21
%
 
John E. Maupin, Jr.
98.41
%
Don DeFosset
98.04
%
 
Charles D. McCrary
97.01
%
Samuel A. Di Piazza, Jr.
99.15
%
 
James T. Prokopanko
99.62
%
Eric C. Fast
99.69
%
 
Lee J. Styslinger III
97.54
%
O. B. Grayson Hall, Jr.
96.19
%
 
José S. Suquet
99.26
%
John D. Johns
98.95
%
 
Ratification of Selection of Auditors
98.43
%
Ruth Ann Marshall
99.61
%
 
Say-on-Pay
96.49
%
Who can attend the annual meeting, and what are the rules for admission or voting at the meeting?
 
 
Only stockholders as of the Record Date or their authorized legal proxies are permitted to attend the annual meeting in person. Before being admitted to the meeting, you must present a valid, government-issued photo identification.
If you hold your shares through a Broker and you wish to vote in person at the meeting, you will need to bring a legal proxy to the meeting, which you must request through your Broker. Note that if you request a legal proxy, any proxy with respect to your shares previously executed by your Broker will be revoked and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.
You also must bring proof of your stock ownership as of the Record Date, such as the Admission Ticket appearing on your proxy card, the Notice of Internet Availability of Proxy Materials, or provide one of the alternative forms of meeting admission documentation, as applicable to you, listed below.
Stockholder of
Record
Beneficial (Street
Name) Holder
Proxy for Stockholder
of Record
Proxy for Street
Name/Beneficial Holder
Admission Ticket appearing on your proxy card or the Notice of Internet Availability of Proxy Materials; OR
Your Notice of Internet Availability of Proxy Materials; OR
A valid, written legal proxy naming you as proxy, signed by the stockholder of record; AND
A valid and assignable written legal proxy naming you as proxy; AND
The electronic e-mail addressed to you from ProxyVote.com; OR 
Your Voting Instruction Form for the 2018 Annual Meeting from your Broker; OR
The stockholder of records’ admission ticket appearing on the proxy card or Notice of Internet Availability of Proxy Materials; OR
 
The legal proxy is signed by the street name holder’s Broker; AND
Verification at the registration desk that your name is listed in Regions’ list of stockholders of record as of the Record Date. 
A letter from your Broker confirming you owned Regions’ common stock as of the Record Date.
Verification at the registration desk that the stockholder is listed in Regions’ list of stockholders as of the Record Date.
One of the forms of meeting admission documentation in the name of the street holder that would be required to admit the street holder to the annual meeting.
At the entrance to the meeting, we will inspect your identification and admission documentation. If you do not have a (i) valid, government-issued photo identification and (ii) an admission ticket or one of the other forms of proof listed above showing that you owned, or unless you are legally authorized to act as proxy for someone who owned, shares of our common stock as of the Record Date, you will not be admitted to the meeting. The annual meeting will begin at 9:00 A.M., local time. Please allow ample time for the admission procedures described above. Admission to the annual meeting will be on a first-come, first-served basis as there is limited seating available. There may also be limited parking available as well.
Individuals with a disability requesting assistance should contact Regions’ ADA Manager, Kathy Lovell by email at kathy.lovell@region.com, by phone at 205-264-7495 or toll-free at 1-800-370-5087, or by Regions’ telecommunications device for the hearing impaired and the deaf (TTY/TDD) toll-free at 1-800-374-5791.
For security reasons, no large bags, backpacks, briefcases, or packages will be permitted in the annual meeting, and security measures will be in effect to provide for the safety of attendees. The use of any electronic devices such as cameras (including mobile phones with cameras), recording devices, smartphones, tablets, laptops, and other similar devices is strictly prohibited.
How do I inspect the list of stockholders of record?

 
A list of the stockholders of record as of the Record Date will be made available for inspection at our headquarters during ordinary business hours from April 13, 2018, to April 24, 2018, as well as at the annual meeting. If you would like to review the list prior to the annual meeting, please contact the Office of the Corporate Secretary at 1900 Fifth Avenue North, Birmingham, Alabama 35203 to arrange a time for inspection.

regcolorregisterjpeg.jpg
2018 Proxy Statement
19

QUESTIONS AND ANSWERS

How do I submit a stockholder proposal for Regions’ 2019 Annual Meeting of Stockholders?

 
In accordance with the Rule 14a-8 of the Exchange Act, stockholders who wish to present proposals for inclusion in our proxy materials for Regions’ 2019 Annual Meeting of Stockholders must submit their proposals to our Corporate Secretary as follows:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Fournier J. Gale, III, Corporate Secretary
Proposals must be received by November 9, 2018, and must comply, in all respects, with applicable rules of the SEC. As the rules of the SEC make clear, however, simply submitting a proposal does not guarantee its inclusion.
How do I submit a stockholder nomination for the 2019 Annual Meeting of Stockholders using the proxy access provisions of Regions’ By-Laws?

 
In July 2017, Regions’ Board adopted Article II, Section 8, “Stockholder Nominations Included in the Corporation’s Proxy Materials,” of our By-Laws (“Proxy Access By-Law”). Our Proxy Access By-Law permits a stockholder, or a group of up to 20 stockholders, owning 3 percent or more of the outstanding shares of common stock for at least three years to nominate and include in Regions’ proxy materials nominees constituting up to two individuals or 20 percent of the Board (whichever is greater); provided, however, the stockholders(s) and nominee(s) must satisfy the requirements specified in our Proxy Access By-Law.
Pursuant to our Proxy Access By-Law, to be timely for inclusion in Regions’ proxy materials for our 2019 Annual Meeting, our Corporate Secretary must receive the stockholder’s notice to nominate an individual for election using Regions’ proxy materials between October 10, 2018, and November 9, 2018. Such notice must contain the information required by our Proxy Access By-Law, and the stockholder(s) and nominee(s) must comply with the information and other requirements in our Proxy Access By-Law.
How do I submit a stockholder nomination or other proposal in accordance with Regions’ By-Laws for the 2019 Annual Meeting of Stockholders?

 
Regions’ By-Laws include provisions requiring advance notice of a stockholder’s nomination of persons for election to the Board or the proposal of other business to be considered by the stockholders, even if not to be included in our 2019 proxy statement.
To be timely outside of Rule 14a-8 of the Exchange Act, such notice must be delivered no earlier than November 9, 2018, and no later than December 10, 2018, for our 2019 Annual Meeting. However, in the event that: (a) the number of Directors to be elected to the Board at the 2019 Annual Meeting is increased by virtue of an increase in the size of the Board and (b) the Company has not publicly disclosed by January 15, 2019, either (i) all of the nominees for Director at the 2019 Annual Meeting or (ii) the size of the increased Board, then such notice will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it has been delivered no later than the close of business on the 10th day following the first date all of such nominees or the size of the increased Board has been publicly announced or disclosed.
 
Pursuant to our By-Laws, a stockholder’s notice regarding nomination for election as a Director shall set forth the following information as to each proposed nominee:
All information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act.
A statement signed by the candidate confirming that the candidate:
will serve if nominated by the Board and elected by the stockholders;
consents to being named in the proxy statement as a nominee;
will comply with the Company’s Code of Business Conduct and Ethics, General Policy on Insider Trading, Corporate Governance Principles, and any
 
other rule, regulation, policy, or standard of conduct applicable to the Directors; and
will provide any information required or requested by the Company or its subsidiaries, or banking or other regulators, including, without limitation, all information requested by the form of Directors questionnaire used by the Company.
Whether each nominee is eligible for consideration as an independent director under the relevant standards contemplated by Item 407(a) of Regulation S-K under the Securities Act, and the relevant listing standards of any exchange where the Company’s equity securities are listed.

20
regcolorregisterjpeg.jpg
2018 Proxy Statement

QUESTIONS AND ANSWERS

As to the proposal of business that the stockholder proposes to bring forth before the meeting (other than nominations of persons for election to the Board), such stockholder’s notice must include:
The text of the proposal to be presented, including the text of any resolutions to be proposed for consideration by stockholders;
A brief written statement of the reasons why such stockholder favors the proposal; and
Any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made.
Any notice regarding nominations for Director or other proposal of business must include the following information:
As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
The name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner;
A representation that the stockholder is a holder of the Company’s voting stock (including the number and class or series of shares held);
With respect to nominations, a disclosure of any hedging or other arrangement with respect to any
 
shares of the Company’s stock (including any short position on or any borrowing or lending of shares of stock) made by or on behalf of the stockholder (i) to mitigate loss to or manage risk of stock price changes for the stockholder or (ii) to increase or decrease the voting power of the stockholder; and
With respect to nominations, a description of all arrangements or understandings among the stockholder and the candidate and any other person or persons (naming such person or persons and including any person that may be deemed to be acting in concert with such stockholder under applicable federal or state securities or banking laws) pursuant to which the proposal is made by the stockholder.
The names and addresses of any other stockholders or beneficial owners known to be supporting such nomination or proposal of business by the proposing stockholder on whose behalf the nomination or proposal is made.
Proposals should be addressed to our Corporate Secretary as follows:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Fournier J. Gale, III, Corporate Secretary
Forward-Looking Statements

 
 
This proxy statement, other reports filed by Regions Financial Corporation under the Exchange Act and any other written or oral statements made by us or on our behalf to analysts, investors, the media, and others, may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The words “future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “predicts,” “potential,” “objectives,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “would,” “will,” “may,” “might,” “could,” “should,” “can,” and similar terms and expressions often signify forward-looking statements. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results, or other developments. Forward-looking statements are based on management’s current expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, and because they also relate to the future they are likewise subject to inherent uncertainties and other factors
 
that may cause actual results to differ materially from the views, beliefs, and projections expressed in such statements. Therefore, we caution you against relying on any of these forward-looking statements.
You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible to predict all of them. We assume no obligation to update or revise any forward-looking statements that are made from time to time, either as a result of future developments, new information, or otherwise, except as may be required by law.
See also the reports filed with the Securities and Exchange Commission, including the discussions under the “Forward-Looking Statements” and “Risk Factors” sections of Regions’ Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission and available on its website at www.sec.gov.
Information not incorporated into this Proxy Statement

 
 
Information contained on our website at www.regions.com is not and shall not be deemed to be a part of this proxy statement by reference or otherwise incorporated into any other filings we make with the SEC, except to the extent we specifically incorporate it by reference.


regcolorregisterjpeg.jpg
2018 Proxy Statement
21

OWNERSHIP OF REGIONS COMMON STOCK

OWNERSHIP OF REGIONS COMMON STOCK
As of the Record Date, Regions had issued 1,163,777,476 shares of common stock, of which 1,122,744,800 shares were outstanding and 41,032,676 shares were held as treasury stock. Treasury stock cannot be voted.
Stockholders are entitled to one vote for each share on all matters to come before the annual meeting. Only common stockholders of record at the close of business on the Record
 
Date will be entitled to vote at the annual meeting or any adjournment or postponement thereof.
Holders of our Preferred Stock are not entitled to vote at the annual meeting. As of the Record Date, 20,000,000 Class A Depositary Shares and 20,000,000 Class B Depositary Shares were issued and outstanding.



Security Ownership of Certain Beneficial Owners

 
The following table sets forth the beneficial ownership of our common stock by any stockholder known to us to own more than 5 percent of the outstanding shares of our common stock as of the Record Date. The number of shares and percentage of our outstanding Common Stock indicated in the table are as reported by the respective stockholder in its most recent Schedule 13G filed with the SEC:
 
Amount and Nature of
Beneficial Ownership
Name and Address of Beneficial Owner
Number of
Common Shares
Percent of Class

BlackRock, Inc. (and subsidiaries) (1)
55 East 52nd Street
New York, New York 10055
90,160,202
7.8
%
State Street Corporation (and subsidiaries) (2)
One Lincoln Street
Boston, Massachusetts 02111
65,106,339
5.61
%
The Vanguard Group, Inc. (and subsidiaries) (3)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
130,460,232
11.24
%
(1)
This information was derived from the Schedule 13G/A filed on January 23, 2018, by BlackRock, Inc. and subsidiaries, which states that BlackRock, Inc. has sole voting power over 79,425,082 shares and sole dispositive power over 90,160,203 shares as of December 31, 2017, which constitutes 7.8% of our outstanding common stock as of the Record Date.
(2)
This information was derived from the Schedule 13G filed on February 14, 2018, by State Street Corporation and subsidiaries, which states that State Street Corporation has shared voting and shared dispositive power over 65,106,339 shares as of December 31, 2017, which constitutes 5.61% of our outstanding common stock as of the Record Date.
(3)
This information was derived from the Schedule 13G/A filed on February 12, 2018, by The Vanguard Group, Inc. and subsidiaries, which states that The Vanguard Group, Inc. has sole voting power over 1,632,580 shares, shared voting power over 251,289 shares, sole dispositive power over 128,605,602 shares, and shared dispositive power over 1,854,630 shares as of December 31, 2017, which constitutes 11.24% of our outstanding common stock as of the Record Date.
Security Ownership of Directors and Executive Officers

 
The following table presents information about beneficial ownership of Regions equity securities as of the Record Date by Regions’ Directors and executive officers. Unless otherwise indicated, each person has sole voting and investment power over the indicated shares. A person is deemed to be a beneficial owner of any security of which that person has the right to acquire beneficial ownership within 60 days from the Record Date. Shares that could be acquired by a person upon the exercise of options within 60 days from the Record Date are deemed outstanding for the purpose of computing the percentage of the class of Common Stock owned by that person, but not for computing the percentage ownership of any other person.
Most of the Directors have elected to defer receipt of some or all of the cash compensation they are due for services on the
 
Board under the Directors’ Deferred Stock Investment Plan (“DDSIP”). Each Director’s deferred amounts are credited as notional shares of Regions Common Stock as of the time of deferral and will be settled in actual shares of common stock at the end of the deferral period. Therefore, the ultimate value of the amounts deferred are tied to the performance of Regions common stock.
As of the Record Date, the Directors and executive officers, as a group, were credited with 4,312,780 notional shares of common stock, which are included in the table as additional information in the “Additional Underlying Units” column. These may include notional shares allocated under the DDSIP, share equivalents held in the Regions Supplemental 401(k) Plan, Restricted Stock Units (“RSUs”), or Performance Stock Units (“PSUs”).

22
regcolorregisterjpeg.jpg
2018 Proxy Statement

OWNERSHIP OF REGIONS COMMON STOCK


Name of Beneficial Owner
Shares of
Common Stock (1)
Number of
Shares Subject
to Exercisable
Options
Total Number
of Shares
Beneficially
Owned
Percent
of Class
Additional
Underlying
Units (2)
Total Shares
Beneficially
Owned Plus
Additional
Underlying
Units
Current Directors including
Nominees for Director
 
 
 
 
 
 
Carolyn H. Byrd
72,534
0
72,534
   *
54,367
126,901
David J. Cooper, Sr.
196,364
7,000
203,364
   *
19,382
222,746
Don DeFosset
99,127
7,000
106,127
   *
15,570
121,697
Samuel A. Di Piazza, Jr.
12,314
0
12,314
   *
6,621
18,935
Eric C. Fast (3)
105,637
0
105,637
   *
98,756
204,393
O. B. Grayson Hall, Jr.
449,945
282,019
731,964
   *
1,104,168
1,836,132
John D. Johns (4)
41,373
0
41,373
   *
70,418
111,791
Ruth Ann Marshall
80,084
0
80,084
   *
67,026
147,110
Susan W. Matlock
32,453
7,000
39,453
   *
112,089
151,542
John E. Maupin, Jr.
59,512
7,000
66,512
   *
70,461
136,973
Charles D. McCrary
115,335
7,000
122,335
   *
197,496
319,831
James T. Prokopanko
12,314
0
12,314
   *
0
12,314
Lee J. Styslinger III
101,810
7,000
108,810
   *
155,031
263,841
José S. Suquet
30,110
0
30,110
   *
4,618
34,728
Other Named Executive Officers
(See Summary Compensation Table on pages 91-93)
 
 
 
 
 
 
David J. Turner, Jr. (5)
135,219
59,822
195,041
   *
269,809
464,850
John B. Owen (6)
180,778
128,191
308,969
   *
236,216
545,185
John M. Turner, Jr. (7)
195,997
134,523
330,520
   *
196,685
527,205
C. Matthew Lusco
89,475
0
89,475
   *
245,626
335,101
Directors and executive officers as a group (28 persons)
3,167,130
1,935,200
5,102,330
   *
4,312,780
9,415,110
 *
Less than 1 percent
(1)
Includes share equivalents held in the Regions 401(k) Plan.
(2)
Additional underlying units may include notional shares allocated under the DDSIP, share equivalents held in the Regions Supplemental 401(k) Plan, RSUs, or PSUs.
(3)
Includes 20,000 shares held in a grantor retained annuity trust.
(4)
Includes 1,349 shares held by his spouse, as to which he disclaims beneficial ownership, and 1,661 shares held in an IRA.
(5)
Includes 1,808 shares held by his spouse, and 575 shares held for his children.
(6)
Includes 180,778 shares held jointly with spouse.
(7)
Includes 192,089 shares held jointly with spouse.
No change-in-control of Regions occurred during 2017, meaning that no person or group has acquired the ability to direct or cause the direction of management and policies of Regions through the ownership of voting securities, by contract, or otherwise, and no arrangements are known to Regions that may at a later date result in such a change-in-control of Regions.


regcolorregisterjpeg.jpg
2018 Proxy Statement
23

OWNERSHIP OF REGIONS COMMON STOCK

Stock Ownership Guidelines and Holding Period Requirements

 
 
We require our Directors and executive officers to own shares of our common stock because the Board believes having a financial stake in Regions aligns their interests with those of the stockholders. Our Board has adopted robust stock ownership guidelines that apply to our Directors and executive officers as summarized in the following chart:
Director Stock
Ownership Guidelines
Non-management Directors are expected to own shares of Regions common stock with a value equal to or in excess of 5 times the value of the cash portion of their annual retainer.
 
Until such time as the minimum level of stock ownership is achieved, the Director shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the NCG Committee upon showing a hardship or other special circumstances.
Executive Officer
Stock Ownership
Guidelines
Executive officers are required to own Regions common stock having a value that is a specified multiple of base salary. The multiple varies based on the tier designation, which in turn reflects the executive officer’s level of responsibility and compensation. In 2017, the Board increased the minimum holding amount for our CEO to 6 times base salary. Other NEOs is 3 times base salary.
 
Until such time as the minimum level of stock ownership is achieved, the executive officer shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the CHR Committee upon showing a hardship or other special circumstances.
 
Shares counted toward the Directors’ ownership include shares purchased on the open market; shares obtained through option exercises; share equivalents held under any Director’s deferred stock plan; restricted shares awarded; and shares obtained through any other sources. Shares counted toward the executive officers’ ownership include shares owned without restriction; unvested restricted stock or restricted stock units (restricted stock or restricted stock units, the number of which is subject to determination based on future performance are not included); shares (or share equivalents) held in the executive officer’s name in a qualified or nonqualified
 
retirement or deferred compensation plan; and shares held in trust for the benefit of the executive officer or his or her immediate family members.
Currently, each Director, other than Messrs. Di Piazza and Prokopanko, who became members of the Board in November 2016, meet the Director Stock Ownership Guidelines. See the table on page 88 of this proxy statement further describing the Stock Ownership Guidelines for our CEO and each of the other NEOs, including their compliance with the guidelines.
Anti-Hedging and Anti-Pledging


We believe it is inappropriate for any Director, executive officer, or associate to enter into speculative transactions in Regions equity securities, and therefore, our General Policy on Insider Trading prohibits all hedging transactions and short sales of Regions securities, as well as transactions in puts, calls, or other derivative securities. 
 
In addition, our General Policy on Insider Trading, which is reviewed and approved annually by the NCG Committee, prohibits all our Directors and executive officers from purchasing Regions securities on margin or holding them in a margin account, borrowing against any account in which Regions equity securities are held, or pledging Regions equity securities as collateral for a loan.
Section 16(a) Beneficial Ownership Reporting Compliance

 
Regions’ Directors, executive officers, Controller, and, to the extent required by SEC rules, beneficial owners of more than 10 percent of a registered class of Regions equity securities, are subject to Section 16(a) of the Exchange Act, which requires them to file reports of ownership and changes in ownership of Regions stock with the SEC. We assist our Directors, executive officers, and Controller in complying with these requirements. The reporting persons are required to furnish us copies of all Section 16(a) forms they file, and we are required to disclose in this proxy statement the failure to file these reports by any reporting person when due.
 
Based solely on a review of the forms filed during, or with respect to, fiscal year 2017 and written representations from each reporting person, we believe that our Directors, executive officers, and Controller filed all required reports on a timely basis.



24
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS

PROPOSAL 1 — ELECTION OF DIRECTORS
What am I voting on?

 
 
You are voting on a proposal to elect 13 nominees for a one-year term as Directors of the Company.
What vote is required to approve this proposal?

 
Each nominee requires the affirmative “FOR” vote of a majority of the votes cast for or against the nominee. Abstentions and Broker non-votes have no effect on the vote results.
What does the Board recommend?

 
 
The Board unanimously recommends that you vote “FOR” each nominee standing for election as Director. The nominees are:
Carolyn H. Byrd
Susan W. Matlock
Don DeFosset
John E. Maupin, Jr.
Samuel A. Di Piazza, Jr.
Charles D. McCrary
Eric C. Fast
James T. Prokopanko
O. B. Grayson Hall, Jr.
Lee J. Styslinger III
John D. Johns
José S. Suquet
Ruth Ann Marshall
 
How often are the members elected, and what is the composition of the Board?

 
 
All Directors are elected annually. Our Board currently has 14 members.
Board Composition
 
Independent Directors
93
%
Fewer than 10 Years of Board Tenure
50
%
Gender, Racial, Ethnic, or Sexual Orientation Diversity
36
%
CEO Experience
86
%
Current Other Public Company Board Experience
71
%
Under our Corporate Governance Principles, each Director should retire immediately prior to the call to order of the annual stockholders’ meeting of the Company following his or her 72nd birthday. We would like to thank David T. Cooper, who is retiring from our Board, having reached the mandatory retirement age. We appreciate his dedicated service and contributions and will miss his commitment and valuable perspectives.
As permitted by our By-Laws, the Board has determined that, effective at the annual meeting, the Board will consist of 13 members to be elected for a term of one year expiring at the 2019 Annual Meeting. Any Director vacancies created between annual meetings (such as by a current Director’s death, resignation, removal, or an increase in the number of Directors) may be filled by a majority vote of the remaining Directors then in office. Any Director appointed in this manner would hold office until the next election.
What if a nominee is unable or unwilling to serve?

 
 
All nominees have consented to serve for the upcoming one-year term, so this is not expected to occur. If, however, a nominee is unable or unwilling to serve and the Board does not elect to reduce the size of the Board, shares represented by proxies will be voted for a substitute candidate nominated by the Board.
What if a nominee does not receive a majority of votes cast?

 
Under our By-Laws, each of the 13 nominees will be elected if a majority of the votes cast at the annual meeting at which a quorum is present are voted in favor of the nominee. This means that the number of shares voted “For” a nominee must exceed the number of shares voted “Against” the nominee. Shares voting “Abstain” and Broker non-votes will have no effect on the election.

regcolorregisterjpeg.jpg
2018 Proxy Statement
25

PROPOSAL 1-ELECTION OF DIRECTORS

Under the Corporate Governance Principles, an incumbent nominee who fails to receive a majority of the votes cast with respect to the election must submit his or her resignation. The NCG Committee will consider the resignation and any factors it deems relevant in deciding whether to accept the resignation and recommend to the Board the action to be taken. The Director whose resignation is under consideration will abstain from participating in any decision regarding his or her resignation.
The Board will take action within 90 days following certification of the stockholder vote unless such action would cause us to fail to comply with requirements of the NYSE or the securities laws, in which event we will take action as promptly as practicable while continuing to meet such requirements.
The Board will promptly disclose its decision and the reasons for the decision in a Current Report on Form 8-K filed with the SEC. If the resignation is not accepted, the Director will continue to serve until the next annual meeting and until the Director’s successor is duly elected and qualified.
What criteria were considered by the NCG Committee in selecting the nominees?

 
The NCG Committee is charged with identifying and evaluating individuals to be recommended to the Board and are believed to be qualified to become Directors. The NCG Committee will consider and assess candidates consistent with criteria established by the Board and set forth in the Corporate Governance Principles and will take into consideration such pertinent issues and factors bearing on the qualifications of candidates in light of such criteria. The NCG Committee may, from time to time, use its authority under its charter to retain a professional search firm to help identify candidates. During 2017, the NCG Committee engaged a professional search firm to assist in identifying and compiling information regarding potential nominees.
The Corporate Governance Principles affirm that the Board will seek members from diverse professional and demographic 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.
Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions they can make to the Board and the Company. Although we do not have a formal policy with respect to Board diversity, the NCG Committee actively considers diversity, including gender and ethnic diversity, in its recruitment and nomination of individuals for directorship, and diversity is one component of the Board’s annual self-evaluation. To ensure full flexibility in choosing candidates for nomination, there is no formal process for implementing the nomination policy.
In addition to the items specified in the Corporate Governance Principles, the NCG Committee considers the technical and professional skills that these nominees have gained through their leadership roles. Such skills may include, but are not limited to, experience or acumen in strategic planning or strategy development; information/cyber security; risk management; human resources/human capital management;
 
business operations and technology; environmental and sustainability practices; executive compensation and benefits; corporate governance; growth and innovation; external affairs, public relations or marketing and/or stockholder engagement; banking and financial services; and regulatory or compliance.
The NCG Committee considers a wide breadth of factors and characteristics when evaluating nominees. With respect to the 2018 nominees, the NCG Committee selected candidates who possess the highest personal and professional ethics, integrity, and values. Candidates must also be committed to representing the long-term interests of Regions stockholders. In addition to reviewing each candidate’s background and accomplishments, the NCG Committee assessed candidates for directorship in the context of the current composition of the Board and Regions’ evolving needs. The NCG Committee further sought to ensure that the Board reflects a range of talents, ages, skills, diversity, and expertise sufficient to provide sound and prudent guidance and oversight with respect to Regions’ operations and interests.
The NCG Committee also considered the number of boards on which the candidates already serve. Leadership and outside board experience are two of the many qualities considered by the NCG Committee when selecting nominees. Of the ten nominees standing for election who currently serve on an outside public company board, nine of those nominees chair committees and two serve as the lead independent director on their outside boards. Although the Board values the experience and knowledge gained through service on other boards, the Board also requires that its members be able to dedicate the time and resources necessary to ensure the diligent performance of their duties on the Company’s behalf, including attending Board and Committee meetings and the annual meeting.
It is the Board’s policy that at all times at least a substantial majority of its members meet the standards of independence promulgated by the SEC and the NYSE, and as set forth in the Corporate Governance Principles.

26
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS


The following are some key qualifications and skills the NCG Committee considered in evaluating the nominees.
Experience or
Acumen
Description
Banking and financial services
The banking and financial services industry has inherent risks, challenges, and opportunities that are unique to this industry. It is important that the Board have Directors who understand these facets of our industry.
Business operations and technology
It is important to have members on the Board who are knowledgeable and possess experience in business operations and technology so that we are able to improve our processes, services, and products to provide the best customer experience possible, as well as reduce operational risk as we meet the challenges of the fast-moving digital environment.
Corporate governance
The Board is responsible for shaping the Company’s corporate governance priorities and structure, which must be transparent and responsive to our stockholders. The Board must have Directors with experience in keeping up with and understanding constantly changing corporate governance trends and policies.
Environmental and sustainability practices
As a public company, Regions must be cognizant of the environmental footprint we leave and continue our efforts to reduce the environmental impacts of our operations. Directors who have a significant understanding of environmental issues or issues involving sustainability are better situated to oversee and advise management with respect to these important issues.
Executive compensation and benefits
When properly structured, executive compensation and benefits discourage imprudent risk taking that could harm the Company and/or customers, while simultaneously acting as a business driver and ensuring alignment with long-term stockholder interests. It is important for the Board to have Directors who understand and have experience with the various types of executive compensation and benefits options that may be employed to achieve this balance.
External affairs, public relations or marketing and/or stockholder engagement
As a customer-centric public company, Regions regularly communicates with our customer base.  In addition, from time to time, the Board may need to engage with stockholders and investors. This may take the form of one-to-many types of communications, or it may involve one-on-one engagements. It is important for us to have Directors who are adept at communicating on a large scale, as well as individually.
Growth and innovation
As part of our strategic planning process, we must continually consider ways to expand our customer base, reach underserved areas, and develop new products and services that could best serve our customers’ needs. The Board must have Directors with an understanding of how to foster growth and innovation.
Human
resources/human capital management
Talent management is important at all levels of an organization, but it is particularly critical with respect to succession planning for senior executives. Having human resources and human capital management experience represented on the Board is important to ensuring appropriate succession planning.
Information/cybersecurity
As a financial institution, we are trusted with sensitive nonpublic information, which we are expected to protect. The safekeeping of our customer, associate, and Company data is of paramount importance. Directors with experience in implementing, establishing, or overseeing information security systems and protocols are better able to guide the Company through this constantly changing landscape.
Regulatory or compliance
The banking and financial services industry is highly regulated. Regions is subject to both federal and state regulators. Having Directors who understand the regulatory environment and with experience engaging with regulators is critical to the Company.
Risk management
Robust risk management is a critical aspect of operating within the financial sector, and the Board must include Directors who are very familiar with risk management processes.
Strategic planning or strategy development experience
Directors who understand how to strategically plan for the future of the Company, both in the short- and long-term, are better able to oversee and advise management with respect to the formulation and execution of the Company’s strategic planning.

regcolorregisterjpeg.jpg
2018 Proxy Statement
27

PROPOSAL 1-ELECTION OF DIRECTORS

 The following are some of the personal attributes that each nominee is expected to possess:
Commitment
The ability to commit the time necessary to function as an effective Director by attending on-site meetings in person.
Constructive Questioner
The preparedness to ask questions and challenge management and peer Directors in a constructive and appropriate way.
Contributor and Team Player
The ability to work as a member of a team and demonstrate the passion and time to make a genuine and active contribution to the Board.
Critical and Innovative Thinker
The ability to critically analyze complex and detailed information, readily distill key issues, and develop innovative approaches and solutions to problems.
Effective Listener and Communicator
The ability to:
•    listen to and constructively and appropriately debate other people’s viewpoints;
•    develop and deliver compelling arguments; and
•    communicate effectively with a broad range of stakeholders.
Ethics and Integrity
A commitment to:
•    understanding and fulfilling the duties and responsibilities of a Director and maintaining knowledge in this regard through professional development;
•    putting Regions’ interests before any personal interests;
•    being transparent; and
•    maintaining Board confidentiality.
Financially Literate
The ability to read and understand fundamental financial statements and make appropriate decisions.
Influencer and Negotiator
The ability to negotiate outcomes and influence others to agree with those outcomes, including an ability to gain stakeholder support for the Board’s decisions.
Leader
The ability to:
•    appropriately represent Regions;
•    set appropriate Board and organizational culture; and
•    make and take responsibility for decisions and actions.
Unbiased
The ability to represent all stockholders and not a particular interest group.
The individual Director biographies that follow provide additional information about each nominee’s experiences, qualifications, and skills.
A stockholder who wishes to recommend a candidate for consideration by the NCG Committee may do so at any time by submitting such recommendation to the Corporate Secretary as follows:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Fournier J. Gale, III, Corporate Secretary
How is the Board membership refreshed?

 
Our Board and NCG Committee maintain a robust process in which the members focus on identifying, considering, and evaluating potential Board candidates. The NCG Committee leads this process by considering prospective candidates. In identifying appropriate candidates, with support from an independent search firm, other independent Directors, stockholders, and Regions associates, the NCG Committee conducts a thoughtful evaluation focused on aligning a diversity of skills, experience, and characteristics, of our Board with the strategic development of the Company.
The NCG Committee and Board undertake a thorough review and vetting process before any candidate is recommended to the Board. During this process, the NCG Committee and Board consider many different aspects pertaining to the candidate, such as skills and expertise brought to the Board, other boards on which the candidate sits, diversity, including gender and ethnic diversity, and any potential conflicts or interests with respect to appointing a candidate to the Board.

28
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS

The following shows our board refreshment process:
NCG Committee Oversight
 
 
 
 
 
 
 
Identification of Candidates
 
Assessment, Interviews, and Discussions
 
Recommendation and Appointment
 
Onboarding
The NCG Committee reviews candidates identified by:
•    Independent Directors,
•    An independent search firm,
•    Stockholders,
•    Our people, and
•    Other sources.
The independent search firm uses criteria given by the Board as a basis to locate candidates that complement the skills currently represented on the Board.
ð
The NCG Committee considers:
•    The key qualifications and personal attributes expected of Directors,
•    Due diligence research conducted on the candidate,
•    Input from other independent Directors following interviews with the candidate, and
•    The candidate’s availability for Board service.
ð
Upon recommendations from the NCG Committee, the Board determines whether to appoint the candidate and optimal Committee placement.

The NCG Committee, in making its Committee assignment recommendation, typically considers assigning new Directors to the Audit Committee or the Risk Committee within the first two years of joining the Board.
ð
Regions’ comprehensive onboarding program begins with a thorough orientation process that acclimates new Directors to Regions, the Board, and management and involves a combination of written materials, oral presentations, and meetings.
All of this is to provide an understanding of our business, risks, regulatory framework, opportunities, and challenges.
What is the average tenure of the Directors?

 
Our Directors have a variety of lengths of tenure, with the average tenure being nine years; in fact, half of our current Directors have tenure of fewer than 10 years. The NCG Committee, which is responsible for nominating individuals to the Board, considers tenure, among many other factors, when making its determination with respect to Director nominations.
The NCG Committee believes that Directors are able to become intimately acquainted with all aspects of our business and best direct our course over time. Our longer-serving Directors have vital expertise and institutional knowledge that provide the Board with a better understanding of our business. The NCG Committee believes this knowledge and perspective continues to generate long-term value for all of our stakeholders.
Notwithstanding a Director’s tenure, each Director is evaluated annually by the NCG Committee to ensure he or she continues to possess valuable skills, talents, and expertise necessary for the long-term success of our Company.
 
chart-2abe4b0e167465b6073.jpg
Who are this year’s nominees?

 
 
The 13 nominees being voted upon at the annual meeting are all Directors standing for re-election. We recognize that board refreshment supports the addition of new ideas, perspectives, independence, and skills to the Board. Near the end of 2016 and at the beginning of 2017, we added three new independent Directors to the Board, each of whom received overwhelming support at the 2017 annual meeting.
The following biographies detail the age and principal occupations during at least the past five years for each nominee; the year the nominee was first elected or appointed, as the case may be, to the Board; and the directorships he or she now holds and has held within at least the last five years with corporations subject to the registration or reporting requirements of the Exchange Act or registered under the Investment Company Act of 1940.
The Board believes that all the nominees are well qualified. Each nominee’s key experiences, qualifications, attributes, or skills that led the Board to conclude that he or she should serve as a Director are subsequently described. There are no family relationships among our Directors and executive officers.
On July 1, 2004, Regions became the successor by merger to Union Planters Corporation and the former Regions Financial Corporation. Several of our Directors were previously members of the boards of directors of the former Regions Financial Corporation. On November 4, 2006, AmSouth Bancorporation was merged with and into Regions. Several of the members of the board of directors of AmSouth Bancorporation joined the Board at that time.
The Directors also serve as the board members of Regions Bank, an Alabama state-chartered commercial bank and wholly-owned subsidiary of Regions.


regcolorregisterjpeg.jpg
2018 Proxy Statement
29

PROPOSAL 1-ELECTION OF DIRECTORS

 
 
 
a2017reversewordprox_imagf98.jpg
Carolyn H. Byrd         
Independent
Director Since:  2010
Age:  69
 
Top Skills 
•    Banking and Financial Services
•    Corporate Governance
•    Information/Cybersecurity
•    Risk Management
•    Strategic Planning
 
Regions Committees
 • Audit Committee (Chair; Audit Committee Financial Expert)
 Public Directorships
 • Federal Home Loan Mortgage Corporation (“Freddie Mac”)
 Former Public Directorships Held During Past Five Years
• Popeyes Louisiana Kitchen, Inc.
Ms. Byrd is the Chairman and CEO of GlobalTech Financial, LLC, in Atlanta, Georgia, which she founded in 2000. GlobalTech specializes in business process outsourcing and financial consulting.
 
 
 
Skills and Qualifications
Prior to forming GlobalTech in 2000, Ms. Byrd had a long career with The Coca-Cola Company, where she was ultimately appointed Vice President, Chief of Internal Audits and Director of the Corporate Auditing Department. In this position, she provided leadership for the worldwide audits of The Coca-Cola Company. Ms. Byrd served as Senior Account Officer with Citibank, N.A. in New York before joining The Coca-Cola Company.
At Freddie Mac, Ms. Byrd serves on the Compensation Committee and the Risk Committee. She formerly served as Chair of the Audit Committee and as a member of the Nominating and Governance Committee and the Executive Committee at Freddie Mac. She previously served on the Audit Committee and Executive Committee and as Chair of the Corporate Governance and Nominating Committee at Popeyes Louisiana Kitchen, Inc. and on the Audit Committees of Circuit City Stores, Inc., RARE Hospitality International, Inc., and The St. Paul Travelers Companies. Ms. Byrd earned her Bachelor of Science degree from Fisk University and a Masters in Finance and Business Administration from the University of Chicago Graduate School of Business. Ms. Byrd has held many positions in which she was responsible for key managerial, strategic, financial, and operational decisions, and such positions provide significant experience to draw upon in her capacity as a Director of Regions. Her service on the boards of directors of a variety of large public companies, including Freddie Mac, further augments her experience. All of these qualifications make her well qualified to be a member of Regions’ Board.
 
 
 
 


 a2017reversewordprox_imagg72.jpg
Don DeFosset             
Independent
Director Since:  2005
Age:  69
 
Top Skills
•    Business Operations and Technology
•    Corporate Governance
•    Executive Compensation and Benefits
•    Information/Cybersecurity
•    Strategic Planning
 
Regions Committees
 • CHR Committee (Chair)
• Risk Committee
 Public Directorships
• Terex Corporation
• National Retail Properties
• ITT Corporation
Mr. DeFosset served on the board of directors of AmSouth Bancorporation from 2005 to 2006. He is the former Chairman, President, and CEO of Walter Industries, Inc. During the time of his service, Walter was a diversified public company with businesses in water infrastructure products, metallurgical coal and natural gas, home building, and mortgage financing.
 
 
 
Skills and Qualifications
Throughout his career, Mr. DeFosset held significant leadership positions in major multinational corporations, including Dura Automotive Systems, Inc., Navistar International Corporation, and AlliedSignal, Inc. Mr. DeFosset is also active in civic and charitable organizations. He formerly served on Regions’ Audit Committee and was, during his tenure, determined to be an Audit Committee Financial Expert.
At Terex Corporation, Mr. DeFosset Chairs the Governance and Nominating Committee and serves on the Audit Committee. At National Retail Properties, he Chairs the Compensation Committee and serves on the Governance and Nominating Committee. At ITT Corporation, Mr. DeFosset serves on the Compensation and Personnel Committee and Chairs the Nominating and Governance Committee. In addition, he also served on the Audit and Risk Management, Compensation and Human Resources, and Nominating and Corporate Governance Committees of EnPro Industries, Inc. Mr. DeFosset has an Industrial Engineering degree from Purdue University and a Master of Business Administration degree from Harvard University. Having served as Chairman, CEO, and President of Walter, Mr. DeFosset brings extensive management and business experience to Regions’ Board as well as a deep understanding of complex issues concerning public companies. Mr. DeFosset is also able to draw upon his knowledge of the mortgage industry acquired during his tenure at Walter. His service on the boards of directors of a variety of large public companies further augments his experience. All of these credentials make him well qualified to be a member of Regions’ Board.

 
 
 
 

30
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS

a2017reversewordprox_imagg42.jpg
Samuel A.
Di Piazza, Jr.               
 
Independent
Director Since:  2016
Age:  67
 
Top Skills 
•    Business Operations and Technology
•    Banking and Financial Services
•    Environmental and Sustainability Practices
•    Regulatory Compliance
•    Strategic Planning
 
Regions Committees
 • Audit Committee (Audit Committee Financial Expert)
• CHR Committee
Public Directorships
• AT&T Inc.
• ProAssurance Corporation
• Jones Lang LaSalle Incorporated
Former Public Directorships Held During the Past Five Years
 • DirecTV
Mr. Di Piazza is retired from Citigroup, Inc., where he served as Vice Chairman of the Global Corporate and Investment Bank. Prior to joining Citigroup, Mr. Di Piazza was a partner at PricewaterhouseCoopers, where he served as Chairman and Senior Partner at PwC US and as a member of the firm’s Global Leadership Team. He ultimately served as Global CEO of PricewaterhouseCoopers from 2002 to 2009.
 
 
 
Skills and Qualifications
Mr. Di Piazza serves as the Chair of the Audit Committee at ProAssurance Corporation. At Jones Lang LaSalle Incorporated, he serves on the Compensation Committee and the Nominating and Governance Committee. He serves as Chair of the Audit Committee and as a member of the Executive Committee and the Public Policy and Corporate Reputation Committee at AT&T Inc.
Mr. Di Piazza is extremely active in and serves on the boards of various nonprofit and professional organizations, including the UN Global Compact Board, The Mayo Clinic, and the National September 11th Memorial and Museum. Mr. Di Piazza is a former Trustee of both the Financial Accounting Foundation and the International Accounting Standards Committee Foundation and former Chairman of the World Business Council for Sustainable Development. He has been awarded the Accountant of the Year by the Beta Alpha Psi Society, the Ellis Island Medal of Honor, and the INROADS Leadership Award. Mr. Di Piazza is also co-author of the book, Building Public Trust: The Future of Corporate Reporting. He earned his Bachelor of Science in Accounting and Economics from the University of Alabama and received a Master of Tax Accounting degree from the University of Houston. Mr. Di Piazza’s extensive audit and tax experience, leadership in civic and not-for-profit organizations, including sustainable development organizations, together with his years in banking and other credentials, make him well qualified to be a member of Regions’ Board.

 
 
 
 
 
a2017reversewordprox_imagg19.jpg
Eric C. Fast                  
 
Independent
Director Since:  2010
Age:  68
 
Top Skills
•    Corporate Governance
•    External Affairs, PR or Marketing and/or Stockholder Engagement
•    Growth and Innovation
•    Human Resources/Capital Management
•    Strategic Planning
 
Regions Committees
• Audit Committee (Audit Committee Financial Expert)
• Risk Committee
Public Directorships
• Automatic Data Processing, Inc.
• Lord Abbett Family of Funds
Former Public Directorships Held During the Past Five Years
• Crane Co.
From 2001 through January 2014, Mr. Fast served as the CEO for Crane Co., a diversified manufacturer of engineered industrial products. He also served as President of Crane Co. from 1999 through January 2013.
 
Skills and Qualifications
Prior to joining Crane Co., Mr. Fast worked for Salomon Brothers and later Salomon Smith Barney, where he ultimately was co-head of Global Investment Banking and a member of the firm’s Management Committee. He previously served as Treasurer of MacMillan Inc. and began his career as a commercial lending officer at The Bank of New York.
Mr. Fast currently serves as Chair of the Audit Committee and serves on the Compensation Committee of Automatic Data Processing, Inc.; is a member of the Audit Committee at the privately held National Integrity Life Insurance Company; and is a member of the Proxy Committee, Nominating and Governance Committee, and Contract Committee at The Lord Abbett Family of Funds. He earned a political science degree from the University of North Carolina, Chapel Hill and received a Master of Business Administration in Finance degree from New York University Graduate School of Business. Mr. Fast brings extensive management and business experience to our Board, as well as a deep understanding of complex issues concerning public companies. His service as President and CEO of a large public company further augments his experience. All of these qualifications make him well qualified to be a member of Regions’ Board.

 
 
 
 
 

regcolorregisterjpeg.jpg
2018 Proxy Statement
31

PROPOSAL 1-ELECTION OF DIRECTORS

 
a2017reversewordprox_imagg55.jpg
O. B. Grayson Hall,  Jr.
 
Management
Director Since:  2008
Age:  60
 
Top Skills 
•    Banking and Financial Services
•    Business Operations and Technology
•    Information/Cybersecurity
•    Risk Management
•    Strategic Planning

 
 
Public Directorships
• Vulcan Materials Company
Former Public Directorships Held During the Past Five Years
• Zep Inc.
Mr. Hall has served as Chairman and CEO of Regions and Regions Bank since May 2013. He also served as President of Regions and Regions Bank from April 2010 through December 2017. He has served as CEO since April 2010.
 
 
 
Skills and Qualifications
Mr. Hall’s banking career started in 1980 as a participant in the management trainee program at AmSouth, which merged with Regions in 2006. He has served in roles of increased responsibility, including head of the Operations and Technology Group from 1993 to 2004 and manager of all lines of business from 2005 to 2006. Mr. Hall was named Head of the General Banking Group in 2006 and, in 2008, was elected Vice Chairman and a member of the Board of Regions. The General Banking Group included all banking offices across Regions’ footprint. His responsibilities also included oversight of several key divisions of Regions. In October 2009, the Board named him President. From October 2009 through March 2010 he served as President and Chief Operating Officer of Regions and Regions Bank. Thereafter, the Board named Mr. Hall CEO effective April 1, 2010. Mr. Hall assumed the additional role of Chairman of the Board in May 2013. He currently serves as the Chairman and CEO. Mr. Hall is also active in civic and leadership organizations.
 Mr. Hall is a Class A Director of the Federal Reserve Bank of Atlanta where he serves on the Audit and Operational Risk Committee. Previously, he was a representative on the Federal Advisory Council of the Board of Governors of the Federal Reserve System. At Vulcan Materials Company, Mr. Hall serves on the Executive Committee, Finance Committee, and is Chair of the Governance Committee. At Alabama Power Company, which is a wholly-owned subsidiary of The Southern Company and has no publicly traded common stock, he Chairs the Compensation Committee. While a director at Zep Inc., he served on the Compensation Committee and the Nominating and Corporate Governance Committee. In addition to a Bachelor’s degree in Economics from The University of the South and a Master of Business Administration degree from the University of Alabama, Mr. Hall is a graduate of the Stonier School of Banking. Mr. Hall’s knowledge of all areas of the Company, together with his years of experience in banking, make him well qualified to be a member of Regions’ Board.
 
 
 
 
 
a2017reversewordprox_imagg38.jpg
John D. Johns             
 
Independent
Director Since:  2011
Age:  66
 
Top Skills 
•    Banking and Financial Services
•    Growth and Innovation
•    Regulatory Compliance
•    Risk Management
•    Strategic Planning




 
 
Regions Committees
 • Risk Committee (Chair; Risk Management Expert)
Public Directorships
 • Genuine Parts Company
• The Southern Company
Former Public Directorships Held During the Past Five Years
 • Protective Life Corporation
Mr. Johns serves as the Executive Chairman at Protective Life Corporation. From 2003 until July 1, 2017, he served as the Chairman and CEO of Protective. In February 2015, Protective became a wholly-owned subsidiary of Dai-ichi Life Insurance Company, Limited, a kabushiki kaisha organized under the laws of Japan, a holding company with subsidiaries that provide insurance and other financial services. Mr. Johns continues to serve on the board at Protective, which is no longer a publicly traded company. (Protective is still a registrant under the securities laws but has no publicly traded common stock.)
 
 
 
Skills and Qualifications
Prior to joining Protective in 1993, Mr. Johns was Executive Vice President and General Counsel at Sonat, Inc. and was a founding partner of the Birmingham-based law firm of Maynard, Cooper & Gale, P.C. He was inducted into the Alabama Business Hall of Fame in 2017.
Mr. Johns Chairs the Audit Committee at The Southern Company. At Genuine Parts Company, he serves as the Lead Independent Director; Chair of the Compensation, Nominating and Governance Committee; and a member of the Executive Committee. At the privately held Protective, he Chairs the Risk, Finance & Investments Committee. Mr. Johns graduated from the University of Alabama and received his Master of Business Administration and Juris Doctorate degrees from Harvard University. Mr. Johns’ background and considerable experience as a senior executive of a large insurance corporation; extensive exposure to complex financial issues at large public companies; leadership in other business, economic development, civic, educational, and not-for-profit organizations; and seasoned business judgment are valuable and make him well qualified to be a member of Regions’ Board.

 
 
 

32
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS

 
a2017reversewordprox_imagf95.jpg
Ruth Ann Marshall    
 
Independent
Director Since:  2011
Age:  63
 
Top Skills
•    Business Operations and Technology
•    Executive Compensation and Benefits
•    Growth and Innovation
•    Human Resources/Capital Management
•    Strategic Planning



 
 
Regions Committees:
 • CHR Committee
• NCG Committee
Public Directorships:
 • ConAgra Foods, Inc.
• Global Payments Inc.
Ms. Marshall served as President, MasterCard North America from 1999 – 2004. From 2004 until she retired in 2006, Ms. Marshall served as President of The Americas, MasterCard International, Inc.

 
 
 
 
Skills and Qualifications:
At MasterCard, Ms. Marshall was responsible for building all aspects of MasterCard’s issuance and acceptance business in the United States, Canada, Latin America, and the Caribbean. Prior to joining MasterCard in 1999, Ms. Marshall served as Group Executive President of two electronic payment service companies, MAC Regional Network and Buypass Corporation. Upon acquisition of these companies by Concord EFS, Ms. Marshall became Senior Executive Vice President of the combined companies, where she oversaw marketing, account management, customer service, and product development. Ms. Marshall started her career at IBM, where, for more than 18 years, she served in managerial and executive positions. In 2004 and 2005, Ms. Marshall was selected by Forbes.com as one of the “World’s 100 Most Powerful Women.”
At ConAgra Foods, Inc., Ms. Marshall serves as Chair of the Human Resources Committee and serves on the Nominating, Governance and Public Affairs Committee, and the Executive Committee. At Global Payments, Inc., she serves as Chair of the Risk Oversight Committee and serves on the Governance and Nominating Committee. Additionally, she is a former director of American Standard Inc. and privately held companies, Pella Corporation, a building materials manufacturer, and Trustwave Holdings, Inc., an information security company. Ms. Marshall earned her Bachelor of Business Administration in Finance and Master of Business Administration degrees from Southern Methodist University. Ms. Marshall’s background and broad marketing, account management, customer service, and product development experience, as well as significant domestic and international experience in growing business at MasterCard and her service as a director for other publicly traded companies all make her well qualified to be a member of Regions’ Board.




 
 
 
 
 
 
a2017reversewordprox_imagg53.jpg
Susan W. Matlock      
 
Independent
Director Since:  2002
Age:  71
 
Top Skills 
•    External Affairs, PR or Marketing and/or Stockholder Engagement
•    Growth and Innovation
•    Human Resources/Capital Management
•    Risk Management
•    Strategic Planning
 
Regions Committees:
 • CHR Committee
• Risk Committee
Ms. Matlock served on the board of directors of the former Regions Financial Corporation from 2002 to 2004. She retired in March 2014 as President and CEO of Innovation Depot, Inc., an emerging business incubation center in Birmingham, Alabama.
 
 
 
Skills and Qualifications:
Ms. Matlock served for nine years on the board of managers of Ascension Health Ventures, a fund that invests in innovative healthcare businesses. She is a former member of the board of directors of Blue Cross/Blue Shield of Alabama where she served as Chair of the Compensation Committee. Ms. Matlock has served on the boards of various civic, educational, and leadership organizations and remains active in the community. She is past Chair of the National Business Incubation Association and founding Chair of the Alabama Business Incubation Network.
Ms. Matlock began her career as a banker, lending to small businesses and consumers. She has been recognized by the U.S. Small Business Administration as the Financial Services Advocate of the Year for the State of Alabama. She was named as one of the “Top 25 Most Influential People in the Southeast Technology Community” by TechJournal South in 2007. Ms. Matlock earned a Master of Public Administration degree from the University of Alabama at Birmingham and completed an Executive in Residence Program at Harvard Business School. Ms. Matlock’s expertise in technology and healthcare entrepreneurship and innovation, combined with her other experience, make her well qualified to be a member of Regions’ Board.











 
 
 

regcolorregisterjpeg.jpg
2018 Proxy Statement
33

PROPOSAL 1-ELECTION OF DIRECTORS

 
a2017reversewordprox_imagg44.jpg
John E. Maupin, Jr.   
 
Independent
Director Since:  2007
Age:  71
 
Top Skills
•    Business Operations and Technology
•    Corporate Governance
•    Executive Compensation and Benefits
•    External Affairs, PR or Marketing and/or Stockholder Engagement
•    Strategic Planning


 
Regions Committees
 • Audit Committee
• NCG Committee
Public Directorships
 • LifePoint Health, Inc.
• VALIC Company I and II
• Encompass Health Corporation (f/k/a HealthSouth Corporation)
Dr. Maupin served as the President and CEO of Morehouse School of Medicine from 2006 through June 2014. He also serves as Chair of Regions Community Development Corporation, the Company’s non-profit corporation dedicated to providing technical assistance for affordable housing, small business, and community development initiatives.
 
 
 
Skills and Qualifications
Dr. Maupin has more than 35 years of leadership experience in healthcare administration, public health, and academic medicine. Prior to becoming the President and CEO of Morehouse School of Medicine in 2006, he was the President of Meharry Medical College. His career includes over 22 years serving as a CEO and five years as a Chief Operating Officer. He also served in the United States Army Reserves Dental Corp., retiring in 1997 with over 28 years of service at the rank of lieutenant colonel. Dr. Maupin is a former director of Pinnacle Financial Partners, Inc., a bank holding company, and Monarch Dental Corporation, a dental care management company. He is past president of the National Dental Association and has participated as a member of numerous state and national healthcare task forces, scientific panels, and advisory councils. Dr. Maupin is actively engaged in community service and has received numerous honors and awards.
At Encompass Health Corporation, Dr. Maupin serves on the Nominating/Corporate Governance Committee and the Corporate Compliance and Quality of Care Committee. At LifePoint Health, Inc., he serves as Chair of the Compensation Committee and serves on the Audit and Compliance Committee, the Corporate Governance and Nominating Committee, and the Quality Committee. At VALIC Company I and II, Dr. Maupin serves on the Audit Committee, the Brokerage Committee, and the Governance Committee. Dr. Maupin attended San José State College and received his Doctor of Dental Surgery degree from the School of Dentistry, Meharry Medical College, and earned a Master of Business Administration degree from Loyola College. Dr. Maupin’s extensive managerial responsibilities and insight gained from his broad range of experience make him well qualified to be a member of Regions’ Board.


 
 
 
 
 
a2017reversewordprox_imagg08.jpg
Charles D. McCrary  
 
Independent
Director Since:  2001
Age:  66
 
Top Skills
•    Corporate Governance
•    Environmental and Sustainability Practices
•    External Affairs, PR or Marketing and/or Stockholder Engagement
•    Regulatory Compliance
•    Strategic Planning
 
Lead Independent Director
 
Regions Committees
 • NCG Committee (Chair)
Former Public Directorships Held During the Past Five Years
• Protective Life Corporation
Mr. McCrary served on the board of directors of AmSouth Bancorporation from 2001 to 2006. From 2001 through February 2014, Mr. McCrary served as the President and CEO of Alabama Power Company, a public utility company, which is a wholly-owned subsidiary of The Southern Company, and served as Chairman of Alabama Power Company until May 2014.
 
 
 
Skills and Qualifications
Mr. McCrary’s career at Alabama Power spanned over 30 years, where he held various positions of increased responsibility within The Southern Company, the parent company of Alabama Power. Mr. McCrary is active in civic, educational, and charitable organizations and formerly served as Chairman of the Economic Development Partnership of Alabama.
Mr. McCrary previously served on Regions’ Audit Committee and, during such service, was determined to be an Audit Committee Financial Expert. Since May 2013, Mr. McCrary has served as Regions’ NCG Committee Chair and Lead Independent Director. Mr. McCrary served on the Corporate Governance & Nominating Committee and the Risk, Finance and Investments Committee at Protective Life Corporation prior to its acquisition by Dai-ichi Life Insurance Company, Limited in 2015. Mr. McCrary previously served on the board of the privately held Mercedes-Benz U.S. International, Inc. Mr. McCrary holds an engineering degree from Auburn University and a law degree from Birmingham School of Law. As the former President and CEO of Alabama Power and with his service as a director of Protective, Mr. McCrary brings a valuable understanding of issues that are unique to a company in a highly regulated industry. Mr. McCrary’s depth of knowledge and experience running regulated companies, as well as his other experience, make him well qualified to be a member of Regions’ Board.


 
 
 

34
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS

a2017reversewordprox_imagg58.jpg
James T. Prokopanko
 
Independent
Director Since:  2016
Age:  64
 
Top Skills
•    Business Operations and
    Technology
•    Environmental and
    Sustainability Practices
•    Growth and Innovation
•    Risk Management
•    Strategic Planning
 
Regions Committees
 • NCG Committee
• Risk Committee
Public Directorships
 • Vulcan Materials Company
• Xcel Energy Inc.
Former Public Directorships Held During the Past Five Years
 • The Mosaic Company
Mr. Prokopanko served as Executive Vice President and Chief Operating Officer of The Mosaic Company, one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients, from 2006 through 2007 and then as President and CEO from 2007 through 2015. He served as Senior Advisor until his retirement in January 2016.
 
 
 
Skills and Qualifications
Mr. Prokopanko was awarded the Corporate Responsibility Lifetime Achievement Award from the Corporate Responsibility Magazine in 2015 and the Excellence Award from the Center of Excellence in Corporate Philanthropy in 2013. Mr. Prokopanko also co-authored the article “Sustainability as a Compass for Leadership,” which appeared in the November 2017 edition of Supply Chain Management Review.
Prior to joining The Mosaic Company, he served in various senior leadership positions at Cargill, Inc. from 1999 through 2006. At Vulcan Materials Company, he serves as Chair of the Compensation Committee and as a member of the Executive Committee and the Governance Committee, in addition to serving as the lead director. At Xcel Energy Inc., he serves on the Governance, Compensation and Nominating Committee and the Operations, Nuclear, Environmental and Safety Committee. Mr. Prokopanko earned his bachelor’s degree in computer science from the University of Manitoba and a Master of Business Administration from the Ivey Business School at the University of Western Ontario. Mr. Prokopanko’s decade-long career at The Mosaic Company and service as lead director at Vulcan Materials Company have provided him with an in-depth knowledge of environmental risk management in regulated industries. Mr. Prokopanko’s experience in environmental risk management and his various leadership roles make him well qualified to be a member of Regions’ Board.

 
 
 
 
a2017reversewordprox_imagf90.jpg
 Lee J. Styslinger III   
 
Independent
Director Since:  2003
Age:  57
 
Top Skills
•    Corporate Governance
•    Growth and Innovation
•    Human Resources/Capital
    Management
•    Risk Management
•    Strategic Planning
 
 
Regions Committees
 • Audit Committee (Audit Committee Financial Expert)
• Risk Committee
Public Directorships
 • Vulcan Materials Company
• Workday, Inc.
Mr. Styslinger served on the board of directors of the former Regions Financial Corporation from 2003 to 2004. He currently serves as the Chairman and CEO of the privately held Altec, Inc., a leading equipment and service provider for the electric utility, telecommunications, and contractor markets. Altec, which was founded in 1929, provides products and services in over 100 countries throughout the world.
 
 
 
Skills and Qualifications
Mr. Styslinger actively serves on the boards of many educational, civic, and leadership organizations. He was appointed to the President’s Export Council, advising the President of the United States on international trade policy, from 2006-2008 and reappointed beginning in 2017.
At Vulcan Materials Company, he serves on the Finance Committee and the Governance Committee and formerly served on the Compensation Committee and the Safety, Health & Environmental Affairs Committee; at Workday, Inc., he serves on the Audit Committee. Mr. Styslinger received his Bachelor of Arts degree from Northwestern University and earned a Master of Business Administration degree from Harvard University. As Chairman and CEO of Altec, Inc., Mr. Styslinger brings a wealth of management and business experience running a large company in today’s global market. The foregoing qualifications make him well qualified to be a member of Regions’ Board.
 

 
 
 

regcolorregisterjpeg.jpg
2018 Proxy Statement
35

PROPOSAL 1-ELECTION OF DIRECTORS

a2017reversewordprox_imagg66.jpg
 José S. Suquet          
 
Independent
Director Since:  2017
Age:  61
 
Top Skills
•    Corporate Governance
•    Executive Compensation and Benefits
•    Regulatory Compliance
•    Risk Management
•    Strategic Planning
 
 Regions Committees
• CHR Committee
• Risk Committee (Risk Management Expert)
Mr. Suquet currently serves as the Chairman, President, and CEO of the privately held Pan-American Life Insurance Group (“PALIG”), a leading provider of insurance and financial services throughout the Americas. PALIG’s flagship member is New Orleans-based Pan-American Life Insurance Company.
 
 
 
Skills and Qualifications
In December 2016, Mr. Suquet completed his term as a member of the board of directors of the Federal Reserve Bank of Atlanta, where he served as Chairman of the Retail Payments Office Oversight Committee. He also previously served on the board of directors for the Federal Reserve Bank of Atlanta, New Orleans Branch. He is a director at the privately held Ochsner Health System, Louisiana’s largest non-profit, academic healthcare system, where he serves on the Compensation Committee and the Audit and Oversight Committee. He is also on the board of directors of The American Council of Life Insurers.
Mr. Suquet brings a strong background in enterprise risk management and a commitment to innovation and operational excellence. His commitment to the United States’ Hispanic community, product innovation, and sales force expansion have positioned PALIG as the company Hispanics throughout the Americas rely on to protect their financial security and well-being. Prior to joining PALIG, Mr. Suquet held senior management posts in the insurance industry for more than three decades, including serving as Senior Executive Vice President and Chief Distribution Officer of AXA Financial. He is also involved in various professional and industry associations. Mr. Suquet graduated from Fordham University with a Bachelor of Science degree and holds a Master of Business Administration degree from the University of Miami. All of these qualifications make him well qualified to be a member of Regions’ Board.

How are Directors compensated?

 
The CHR Committee, along with the NCG Committee, periodically review the compensation of the non-management Directors and recommend changes to the Board. In July 2017, these Committees recommended, and the Board approved, changes to the Director Compensation Program. To better align with their fiduciary duties, non-management Directors no longer receive meeting fees, unless certain thresholds are triggered. The following table describes the components of the Director Compensation Program for 2017:
Compensation Element
Compensation Amount
Annual Cash Retainer
$95,000, which may be deferred, at the Director’s option
Annual Equity Retainer
$115,000 in restricted stock granted three business days following the annual stockholder meeting that vests at the next annual stockholder meeting
Board and Committee Meeting Fees
None; However, a meeting fee of $1,500 per meeting will be paid if the number of annual meetings exceeds the threshold of:
Board — 12 meetings
Audit Committee — 10 meetings
CHR Committee — 8 meetings
NCG Committee — 6 meetings
Risk Committee — 6 meetings
Additional Annual Fee for Lead Independent Director
$50,000
Additional Annual Fee for Committee Chairs
$30,000 — Audit Committee
$25,000 — CHR Committee
$15,000 — NCG Committee
$25,000 — Risk Committee
$10,000 — Special Committees, as applicable
Additional Annual Fee for Special Committee
Members, as applicable
$10,000
 
Under the DDSIP, a Director may elect to defer receipt of some or all cash compensation. Deferred amounts are credited to a bookkeeping account for the Director, which is designated in notional shares of Regions common stock. Dividend equivalents, if any, are converted to additional notional shares of common stock in the Director’s account. At the end of the deferral period, the Director’s account is settled in actual shares of common stock, plus cash for any fractional share. Receipt and taxability of benefits are deferred until the time of payment in accordance with the payment election made by the Director at the time of the deferral. Most of the Directors have elected to defer receipt of a portion of their cash compensation.

Regions offers a Matching Gifts Program to full-time associates, retirees, and independent Directors. Under this program, Regions matches Directors’ gifts up to $5,000 to qualifying entities.

36
regcolorregisterjpeg.jpg
2018 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS


The following table contains information about the compensation paid to the non-management Directors who served during 2017:
Name
Fees Earned or
Paid in Cash
($)
Stock
Awards
($) (1)
All Other
Compensation
($) (2)

Total
($)
Carolyn H. Byrd
128,750
115,000
5,000

248,750
David J. Cooper, Sr.
95,250
115,000
5,000

215,250
Don DeFosset
120,500
115,000
5,000

240,500
Samuel A. Di Piazza, Jr.
99,750
115,000
5,000

219,750
Eric C. Fast
105,250
115,000
2,500

222,750
John D. Johns
114,500
115,000

229,500
Charles D. McCrary
176,250
115,000

291,250
Ruth Ann Marshall
105,250
115,000
5,000

225,250
Susan W. Matlock
95,250
115,000
5,000

215,250
John E. Maupin, Jr.
99,750
115,000

214,750
James T. Prokopanko
93,750
115,000
5,000

213,750
Lee J. Styslinger III
96,750
115,000

211,750
José S. Suquet
96,750
141,250
5,000

243,000
(1)
The amounts presented in this column represent the grant date fair value of the 2017 restricted stock award made to all non-management Directors in service on April 25, 2017. The grant date fair value of the restricted stock granted April 25, 2017, was $13.86 per share, for a total grant date fair value of $115,000. All restricted stock awarded April 25, 2017 are scheduled to vest in one lump sum on the date of the 2018 Annual Meeting. Mr. Suquet was appointed to Regions’ Board on January 5, 2017, and received a restricted stock award on January 6, 2017. The grant date fair value of the restricted stock granted on January 6, 2017 was $14.48 per share, for a total grant date fair value of $26,250. The restricted stock awarded January 6, 2017 vested in one lump sum on the date of the 2017 Annual Meeting.
(2)
The amounts presented in this column reflect matching charitable gifts made through the Regions Matching Gifts Program.
The following table sets forth those non-management Directors who served during 2017 and who had stock options or restricted stock outstanding as of December 31, 2017, and the number outstanding as of that date.
Name
Outstanding
Stock Options
(#)

Outstanding
Restricted Stock
(#)
Carolyn H. Byrd

8,297
David J. Cooper, Sr.
7,000

8,297
Don DeFosset
7,000

8,297
Samuel A. Di Piazza, Jr.

8,297
Eric C. Fast

8,297
John D. Johns

8,297
Charles D. McCrary
7,000

8,297
Ruth Ann Marshall

8,297
Susan W. Matlock
7,000

8,297
John E. Maupin, Jr.
7,000

8,297
James T. Prokopanko

8,297
Lee J. Styslinger III
7,000

8,297
José S. Suquet

8,297


regcolorregisterjpeg.jpg
2018 Proxy Statement
37

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE
Overview

 
Regions’ Board and executive management work together to ensure we are in compliance with laws and regulations, as well as to provide guidance for sound decision-making and accountability. Maintaining legal and regulatory compliance is, however, a minimum standard, and we endeavor to exceed this by keeping pace with the constantly evolving governance landscape. For example, as demonstrated throughout the following sections, we believe Regions complies with the ISG Corporate Governance Principles for U.S. Listed Companies that went into effect at the beginning of 2018. Further, we strive to conduct business according to the highest ethical standards, as evidenced by our Code of Business Conduct and Ethics (“Code of Conduct”). Our associates and Directors take the Code of Conduct seriously and are mindful of our values, in particular, “Do What is Right.” We maintain an environment of openness and take every opportunity to protect our culture by promoting Regions’ values. We do this because it is the right thing to do, and our customers, stockholders, communities, and associates expect it if they are to continue giving us their trust and confidence.
Keeping our core value “Do What is Right” in mind, Regions has implemented a strong corporate governance program, which incorporates many leading practices. For a list of some of our corporate governance practices, see the Quick Information chart before the Table of Contents of this proxy statement.
Publicly Available Documents. The following documents are available on the Investor Relations section of our website at www.regions.com:
Code of Ethics for Senior Financial Officers
Code of Conduct
Corporate Governance Principles
Audit Committee Charter
CHR Committee Charter
NCG Committee Charter
Risk Committee Charter
Director-Stockholder Engagement Framework Summary
Government Affairs Annual Report
Corporate Sustainability Report
Social Responsibility Report
Fair Disclosure Policy Summary
Also available on our website are this proxy statement; 2017 Annual Report on Form 10-K; Chairman’s Letter; Annual Review; information regarding our executive officers, Board members, and Board Committee composition; and instructions on how to contact the Board.
The Company believes that transparency is important to our stockholders. Since 2014, we have voluntarily published on our website our Government Affairs Annual Report, which contains the Company’s Policy on Political Contributions, as well as our activities. There, the Company sets forth a description of our oversight process for political contributions and a summary of contributions. This report also discloses trade association memberships in which $25,000 or more of the dues are allocated for lobbying purposes by the trade association. The Company believes that these disclosures on our website offer transparency with respect to the Company’s public policy advocacy on behalf of stockholders, the Company, our associates, and our customers.
Our annual Corporate Sustainability Report and Social Responsibility Report are also posted on our website. These reports give our customers and other stakeholders a view into actions taken by the Company to steward our resources and to support the communities in which we operate.
 
Corporate Governance Principles. The NCG Committee periodically reviews our Corporate Governance Principles to maintain effective and appropriate standards of corporate governance. The Board adopted the principles to further its longstanding goal of providing effective governance of Regions’ business and affairs for the long-term benefit of stockholders.
Our Corporate Governance Principles address important governance matters, including, but not limited to:
Structure of the Board and its leadership, and the responsibilities and duties of the Lead Independent Director.
Director qualification standards, including:
Board membership criteria, including the NCG Committee’s consideration of diversity in its recruitment and nomination of individuals for directorship;
A description of ordinary course relationships that will not be deemed to impair a Director’s independence;
A limit on the number of other public company boards and other audit committees on which Directors may serve; and
Our mandatory retirement age of 72.
Nomination and selection of new Directors.
Director responsibilities and expectations.
Board operations, including scheduling meetings and selecting agenda items for meetings.
Director access to management and independent advisors.
Director compensation.
Director orientation and continuing education.
Management succession planning.
Strategic planning.
Annual performance evaluation of the Board, Committees, and individual Directors.
Board interaction with stockholders, investment managers, and the press.
Communications with the Board.

38
regcolorregisterjpeg.jpg
2018 Proxy Statement

CORPORATE GOVERNANCE

Corporate Governance Stockholder Engagement

 
Commitment to our stockholders is front and center in our mission statement: to achieve superior economic value for our shareholders over time by making life better for our customers, associates, and communities and creating shared value as we help them meet their financial goals and aspirations. We take a long-term view of how we create value, and we take a similar approach to corporate governance stockholder engagement. Regions is committed to constructive and meaningful communications with our stockholders and building ongoing relationships over time.
We do not view engagement with our stockholders as a “check-the-box” phone call or occurring only during proxy season. Instead, we consider proper stockholder engagement to be a continuous relationship throughout the year. Engaging with our stockholders and soliciting their points of view is critical to providing long-term value to all of the Company’s stakeholders.
Regions significantly enhanced its engagement activities in 2016 and continued building on these practices in 2017. At the beginning of 2017, members from the Chief Governance Officer’s group, Investor Relations, and Executive Compensation began executing on our engagement plan by formulating our corporate governance stockholder engagement strategy for the year. During the early summer months of 2017, we reached out to many of our institutional stockholders, which represented approximately 68 percent of Regions outstanding stock held by institutional investors, to solicit their feedback on our executive compensation and corporate governance practices, particularly with respect to board refreshment and environmental and social practices. These conversations
 
yielded constructive feedback and discussions. Stockholders’ opinions expressed during these engagement sessions were summarized and reported to and discussed by senior management and the Board. To further build ongoing relationships and keep our large institutional stockholders abreast of significant corporate governance and Board changes at the Company, we send courtesy copies of our public communications announcing these actions, such as our adoption of proxy access.
Regions also had the opportunity to engage with various stakeholders and other corporate governance professionals at corporate governance events held throughout the year, such as the Council of Institutional Investors’ (“CII”) events, including its biannual conferences and invitation-only executive compensation roundtable; 2018 Corporate Governance Symposium at the John L. Weinberg Center for Corporate Governance; various events sponsored by the Society for Corporate Governance; and the Corporate Secretary’s Corporate Governance Awards. Further, Director Marshall, who currently sits on the NCG Committee, was invited to be a panelist at CII’s 2018 Spring Conference to discuss the critical issue of board oversight of corporate culture, including companies’ sexual harassment and misconduct policies. These events afford us the ability to not only connect with various stakeholders on an individual basis, but also provide us with the opportunity to discuss those corporate governance and stockholder engagement best practices that have been implemented by other leaders within their respective sectors.
The following chart describes our year-round, continuous corporate governance stockholder engagement cycle:
Winter
Associates from the Chief Governance Officer’s group, Investor Relations, and Executive Compensation formulate the corporate governance stockholder engagement plan. We consider ways to enhance the corporate governance stockholder engagement process for both Regions and our stockholders.
The Board and Committees conduct the annual self-evaluation process, which considers, among other topics, feedback from our corporate governance stockholder engagements.
ð
Late Winter/Spring
We publish and make available our proxy statement, Annual Report on Form 10-K, Chairman’s Letter, Government Affairs Annual Report, Social Responsibility Report, Corporate Sustainability Report, and Annual Review.
We hold our annual meeting, which is open to all stockholders as of the Record Date and provides an opportunity to engage with the Company.
ñ
Year-Round In-Person Engagement
In addition to our “formal” engagement process, we engage with stockholders throughout the year at various governance-related events. These engagements are reported to and discussed by the NCG Committee at its next meeting following the engagement.
ò
Summer/Early Fall
Engagement requests are sent to certain institutional stockholders and meetings commence. We encourage stockholders to candidly provide their views on corporate governance issues, including executive compensation practices and ESG. Feedback from these engagements help initiate the following year’s corporate governance stockholder engagement plan.
Information obtained during these engagements is summarized and presented to senior management and the Board for discussion.
ï
Summer
Our Board reviews and discusses the Corporate Governance Principles and the Director-Stockholder Engagement Framework, among other corporate governance documents, to ensure they encompass corporate governance leading practices; support the Company’s goals and strategies; and maximize long-term stockholder value. When making enhancements to our corporate governance documents, we take into consideration the voting results from our annual meeting and other feedback from our corporate governance stockholder engagements.

regcolorregisterjpeg.jpg
2018 Proxy Statement
39

CORPORATE GOVERNANCE

The following table demonstrates what we heard from our stockholders during our engagements, how we responded, and the intended outcome:
What We Heard from
Stockholders
How We Have Responded
Intended Outcome
Support for ongoing monitoring of Board composition and appropriate Director refreshment, including the recruitment of diverse Directors
The Board appointed Directors Di Piazza and Prokopanko in November 2016 and Director Suquet, who is a diverse Director, in January 2017. All three Directors received overwhelming support at the 2017 Annual Meeting.
In 2016, the NCG Committee enhanced the self-evaluation process to also include individual, confidential conversations between the Chair of the NCG Committee, who also serves as the Board’s Lead Independent Director, and each of the other Directors. The NCG Committee again focused on the self-evaluation process in 2017 to place additional emphasis on outcomes and action plans.
With the addition of new Directors, the Board expects an infusion of fresh perspectives based on these individuals’ diverse backgrounds and experiences.
 
The enhancements to the self-evaluation process is intended to (i) provide the independent Directors with an additional opportunity to provide candid feedback about Board operations and Director performance and (ii) ensure that the self-evaluation process results in follow-up actions.
Views of and support for proxy access
In July 2017, the Board proactively adopted proxy access. Our proxy access by-law permits a stockholder, or a group of up to 20 stockholders, owning 3 percent or more of the outstanding shares of common stock for at least three years to nominate and include in Regions’ proxy materials nominees constituting up to two individuals or 20 percent of the Board (whichever is greater); provided, however, the stockholders(s) and nominee(s) must satisfy the requirements specified in our By-Laws.
With the addition of proxy access, stockholders have an additional mechanism to nominate exceptionally qualified individuals for directorship.
Increased emphasis on companies’ environmental and social practices and related disclosures
In the summer of 2017, we onboarded a Corporate Social Responsibility (“CSR”) Analyst, whose primary responsibility is to focus on Regions’ practices and disclosures with respect to environmental and social risks and opportunities. One of the first projects undertaken by the CSR Analyst was an evaluation of the environmental and social issues that are the most material to our Company. As part of this process, we solicited feedback from our stockholders to take into account their viewpoints.
We enhanced our proxy disclosures to further explain the steps Regions is taking to protect the environment and support our communities and are enhancing our 2017 Corporate Sustainability Report.
Further increasing our focus on environmental and social practices and disclosures helps ensure we are appropriately managing these risks and opportunities and maintaining transparency with our stockholders. Also, operating in an environmentally and socially responsible manner is the right thing to do for all our stakeholders.
Support for our executive compensation programs
Because stockholders expressed support for the current design of our executive compensation programs both during our engagements and in the annual Say-on-Pay votes, we made no significant plan design changes. We have, however, continued focusing on simplifying and clarifying disclosures where possible.
Ensuring our disclosures are clear, simple, and transparent improves stockholder understanding of the decisions we make and how those decisions are tied to the long-term interests of our stockholders.
As a result of our ongoing engagement with our stockholders, as well as keeping abreast of leading practices, we have taken the following actions:
Strengthened our CSR function to ensure that we have the appropriate expertise for analyzing and addressing environmental and social matters and engaging with stockholders to understand their views.
Assigned oversight for environmental and social responsibility to the NCG Committee.
Brought more balance among our newer, mid-tenured, and seasoned Directors by refreshing the Board and appointing two new Directors at the end of 2016 and one new Director at the beginning of 2017.
Adopted proxy access.
Established the Office of Associate Conduct, which oversees complaints of harassment and misconduct.
Amended the purpose of the Compensation Committee, which was renamed to the “Compensation and Human Resources” Committee, to oversee the development,
implementation, and effectiveness of the Company’s strategies and policies regarding its human resources management function.
 
Appointed a Chief Governance Officer in early 2017, who is primarily focused on corporate governance stockholder engagement and Regions’ corporate governance practices.
Strengthened the Board’s self-evaluation process by (i) including confidential, individual discussions between the Chair of the NCG Committee, who also serves as the Board’s Lead Independent Director, and each of the other Directors and (ii) placing additional emphasis on follow-up action plans.
Revised all Committee charters to incorporate additional risk oversight.
Reduced the number of other boards on which certain Directors are permitted to serve to ensure they are able to devote sufficient time and attention to their responsibilities as a Director on our Board.
Strengthened the Lead Independent Director’s responsibilities and duties.
Made our political spending publicly available.

40
regcolorregisterjpeg.jpg
2018 Proxy Statement

CORPORATE GOVERNANCE

Enhanced the Director recruitment criteria to incorporate the consideration of diversity, including gender and ethnic diversity, when searching for and evaluating candidates.
Created the Director-Stockholder Engagement Framework and provided a summary on our website.
Included more detail in certain corporate governance proxy disclosures, such as the Board self-evaluation process, the structure of the Board, and the skills represented on the Board.
Included a summary of our strategy and added more detail to our overall performance in the Proxy Summary.
Enhanced proxy disclosures with respect to our independent auditor.
Enhanced proxy disclosures around executive compensation practices.
 
A summary of our Director-Stockholder Engagement Framework (“Framework”) is available on the Investor Relations section of our website at www.regions.com. The primary purpose of this Framework, which is overseen and maintained by the NCG Committee, is to provide stockholders with information about our engagement process and to define roles with respect to stockholder engagement. While the Board principally provides oversight, members of management are primarily responsible for engaging with stockholders under the Framework. There are certain topics, however, that may be better addressed by the Board. Generally, in instances when it would be more appropriate for Board members to respond to questions about the Board’s oversight responsibilities, the Lead Independent Director will assume this responsibility.
How to Contact Us:
Chief Governance Officer
Regions Financial Corporation
1900 Fifth Avenue North, Birmingham, Alabama 35203
Attention: Chief Governance Officer
Investor Relations
Regions Financial Corporation
1900 Fifth Avenue North, Birmingham, Alabama 35203
Attention: Investor Relations
Investors@regions.com
Corporate Social Responsibility
Regions Financial Corporation
1900 Fifth Avenue North, Birmingham, Alabama 35203
Attention: Corporate Social Responsibility
Board of Directors
Regions Financial Corporation
c/o Office of the Corporate Secretary
1900 Fifth Avenue North, Birmingham, Alabama 35203
Lead Independent Director
Regions Financial Corporation
c/o Office of the Corporate Secretary
1900 Fifth Avenue North, Birmingham, Alabama 35203
Attention: Charles D. McCrary, Lead Independent Director
Audit Committee of the Board of Directors
Regions Financial Corporation
c/o Office of the Corporate Secretary
1900 Fifth Avenue North, Birmingham, Alabama 35203
Attention: Ms. Carolyn H. Byrd, Chair, Audit Committee
Communications between Stockholders and Other Interested Parties and the Board of Directors

 
The Corporate Governance Principles adopted by the Board include a mechanism for stockholders and other interested parties to communicate with Directors. Matters that deal with the Company’s general business operations are more appropriately addressed by management.
The Corporate Secretary circulates communications to the appropriate Director or Directors, with the exception of those communications that are of a personal nature or not related to the duties and responsibilities of the Board, including without limitation, routine customer service complaints.
 
The Corporate Secretary maintains a log of any such communications not shared with the Board and this log is provided to the Board on a quarterly basis. In addition, Directors may review any communication upon request. Items such as commercial solicitations, opinion survey polls, new product or service suggestions, employment resumes, job inquiries, and mass mailings are not shared with the Board nor maintained in a log.

regcolorregisterjpeg.jpg
2018 Proxy Statement
41

CORPORATE GOVERNANCE

Stockholders and other interested parties may send communications directed to the Board, a Committee, the Chairman, the Lead Independent Director, the independent Directors as a group, or an individual member of the Board by sending a letter with clear notation as “Board Communication” or “Director Communication” to:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
c/o Office of the Corporate Secretary
 
Communications regarding customer banking matters should be sent to the following address:
Regions Bank
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Office of Customer Satisfaction

Economic Development and Community Outreach

  
 
During 2017, Regions, largely through our dedicated associates, participated in numerous economic development and community outreach projects. We accomplished this through sponsoring various events, corporate and associate charitable giving, and providing thousands of volunteer hours.
Below are some examples of our 2017 activities:
Sponsored an Inner City Capital Connections (“ICCC”) conference in Memphis, Tennessee, which serves to educate companies in or near city centers, at no cost to them, on how to access capital to expand their businesses. The event drew over 130 local entrepreneurs for an all-day training designed to help them grow their companies, serve more customers, and hire more people. Regions has been a major sponsor of ICCC programs since 2014.
Provided more than 77,000 hours of volunteer work, including approximately 14,000 volunteer hours on financial education.
Delivered in-person financial education in classrooms, workplaces, and communities. With more than 1,480 trained facilitators, the Regions at Work® team presented more than 90,000 financial education seminars during the year throughout our footprint.
Reached 12,275 high school students and 15,220 college students through the Regions Financial Scholars Program, powered by EverFi. In addition, the Regions Collegiate Financial Education Program provided financial education to 1,125 student athletes.
Regions Financial Learning Center, also powered by EverFi, had 15,270 new customers and associates enroll in the online adult financial education.
Provided more than 8,000 volunteer hours with Junior Achievement, earning us the President’s Bronze Award.
Provided more than 5,400 hours of technical assistance to non-profit organizations across our footprint.
Contributed $11.4 million in charitable giving.
Contributed $40 million to the Regions Financial Corporation Foundation to support financial education, job training, economic development, and affordable housing.

 
Provided $210,000 in assistance to more than 200 associates through the Regions Associate Relief Program.
Working with Operation HOPE, we expanded the number of our HOPE Inside financial empowerment centers that provide cost-free financial education, as well as credit and money management counseling to underserved residents and small-business owners. In 2017, we announced plans to expand our HOPE Inside commitment to 100 locations across our footprint.
Continued our What A Difference A Day Makes program, offering every associate an annual day of Company-paid time off to volunteer in his or her community.
Continued our annual Share the Good® program, which encourages local Regions’ offices to identify volunteer service opportunities in which we can make a positive difference.
Sponsored the 2017 Riding Forward ScholarshipSM Essay Contest, where students submitted essays about an inspirational African American of the student’s choosing. Since 2012, Regions has awarded $764,000 in scholarships to high school and college students who submitted winning essays.
Continued expanding our Doing More TodaySM website, regions.doingmoretoday.com, to share stories about the communities we serve and the nonprofit organizations we help.
Regions is also one of the nation’s leading direct investors in Low Income Housing Tax Credit projects. In 2017, Regions invested more than $291 million in such tax credit partnerships, supporting 43 developments that provided 3,528 units of affordable housing for low- and moderate-income individuals and families, all within our footprint. Further, building upon this commitment to provide financing for affordable housing, in October 2016, Regions acquired affordable housing syndication and asset management businesses from First Sterling Financial, Inc.
Each year we publish a Social Responsibility Report to share some of the ways that we support small business growth, job creation, safe and affordable housing, financial education, and volunteerism. Copies of this report are available on the Investor Relations section of the Company’s website.

42
regcolorregisterjpeg.jpg
2018 Proxy Statement

CORPORATE GOVERNANCE

Corporate Environmental Sustainability

 
 
In addition to community involvement, we understand that we have a corporate responsibility to act in an environmentally responsible manner. This includes the initiatives we support, as well as the lending practices we follow to help mitigate risk. We have taken great strides over the past few years to act as good stewards of our environment.
For example:
In 2017, we reduced our electricity consumption by more than 14 percent (34.4 million kWh), using a 2013 baseline*. We achieved this reduction through the implementation of our Energy Management Program and branch/office consolidation. (*This is based on properties where utilities are paid directly by Regions, roughly 83 percent of our portfolio. )
The Regions Center in Birmingham, our corporate headquarters, has been Energy Star certified since 2012 after undergoing a full infrastructure upgrade. We continue to adopt energy efficiency best practices, which have reduced the building’s energy consumption by 50 percent and greenhouse gas emissions by 45 percent since 2010.
Through office and branch consolidations, and the continued roll out of open floor plan reconfigurations, we reduced our real estate portfolio by approximately 655,000 square feet.
During 2017, our associates’ participation in CommuteSmart reduced vehicle miles traveled by 460,589, which reduced air pollution by approximately 230 tons and carbon dioxide emissions by over 280 tons.
Our confidential trash program collected approximately 11.4 million pounds of paper and other confidential material. After the paper was shredded, it was recycled in U.S. mills.
We are continuously evaluating opportunities to reduce paper use, both by our associates and our customers. Our Print Optimization program and other efforts have resulted in a 25 percent reduction in internal copy paper use since
 
2014. We are also expanding the adoption of eSignature capabilities across our business units, allowing our customers to electronically review and sign documents.
As a top 20 U.S. bank, Regions provides financial products and services to companies in diverse industries, including energy and natural resources. As a lender, we acknowledge the unique risks and concerns surrounding the environmental and community impact of our lending practices, and we work collaboratively with our clients, communities, and other stakeholders to promote environmentally sustainable and socially responsible business practices.
Regions’ policies require an assessment of each energy client’s compliance with applicable laws, including environmental regulations, as well as their financial capacity and past performance related to community and safety issues. In addition to our expanded underwriting requirements for companies in the energy and natural resources sector, elevated approvals are required from senior Credit executives. Clients who are identified as having heightened environmental or industry risks are underwritten annually and monitored, at a minimum, on a quarterly basis.
Regions has also established industry concentration limits that are approved by the Risk Committee on an annual basis. Individual industry tolerances are approved annually by the Credit Risk Committee. These limits are monitored by the Risk Analytics team who report to the Chief Credit Officer. Exposure is measured on both a total commitment and economic capital basis each quarter and reported to the Credit Risk Committee to ensure that industry exposure remains within risk tolerances.
We also support the development and implementation of clean energy solutions. In 2017, we provided $347 million in funding for 17 individual photovoltaic solar projects located throughout the U.S. with overall generating capacity exceeding 125 MW.
Additional information about our sustainability efforts is provided in our Corporate Sustainability Report available on the Investor Relations section of our website.
Meeting our Customers’ Needs

Six years ago, we revised Regions’ mission to include its purpose: to make life better for all of our stakeholders by creating shared value. This means that what we do at Regions needs to benefit Regions and its stockholders, but also our associates, customers, and the communities in which we operate.
This was the origin of Regions360®. Rather than pursuing cross-selling efforts, we focused on designing and offering products customers needed at lower prices.
 
Our bankers bring Regions360 to life every day by:
Identifying customers' financial goals and needs through quality conversations
Providing practical and balanced solutions to help meet those goals
Offering financial advice and guidance to help customers make better financial decisions
Introducing expertise by bringing in the right bank partners to help meet complex needs with a “one bank, one team” approach
Offering customers the best client experience possible through relationship teams who are committed and engaged


regcolorregisterjpeg.jpg
2018 Proxy Statement
43

<