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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  FORM 8-K
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 19, 2023
 REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-34034 63-0589368
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
1900 Fifth Avenue North
Birmingham, Alabama 35203
(Address, including zip code, of principal executive office)
Registrant’s telephone number, including area code: (800) 734-4667
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueRFNew York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series BRF PRBNew York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series CRF PRCNew York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
4.45% Non-Cumulative Perpetual Preferred Stock, Series ERF PRENew York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Item 5.07    Submission of Matters to a Vote of Security Holders.
    
At the Annual Meeting of Shareholders held by Regions Financial Corporation (“Regions”) on April 19, 2023 (the “2023 Annual Meeting”), Regions’ shareholders elected each of Regions’ 13 Director nominees, ratified the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for fiscal year 2023, and approved Regions’ executive compensation program. An archived recording of the 2023 Annual Meeting will be available for a limited time on Regions’ website at ir.regions.com/governance/annual-proxy.

The following summarizes each of the proposals presented to shareholders, as well as their responsive votes cast. The full text of each proposal is included in Regions’ 2023 Proxy Statement, which was filed with the Securities and Exchange Commission on March 6, 2023.

Proposal 1 — Election of Directors.

Each of Regions’ 13 incumbent Directors, listed below, was elected to serve as a Director of Regions for a term of one year, which will expire at the 2024 Annual Meeting of Shareholders or upon the due election and qualification of a successor. As to each Director nominee’s election, shareholders voted as follows:

ForAgainstAbstainBroker Non-Votes
Mark A. Crosswhite697,407,3707,488,9101,154,534113,182,230
Noopur Davis701,785,9123,137,5731,127,329113,182,230
Zhanna Golodryga637,675,01467,175,7461,200,054113,182,230
J. Thomas Hill698,937,2045,989,5451,124,065113,182,230
John D. Johns695,655,3369,247,0541,148,424113,182,230
Joia M. Johnson686,528,24618,376,3191,146,249113,182,230
Ruth Ann Marshall671,155,34733,866,0181,029,449113,182,230
Charles D. McCrary660,786,83244,091,7321,172,250113,182,230
James T. Prokopanko682,787,86222,055,7361,207,216113,182,230
Lee J. Styslinger III670,581,40134,312,5881,156,825113,182,230
José S. Suquet695,657,7729,154,8501,238,192113,182,230
John M. Turner, Jr.697,612,2217,363,0291,075,564113,182,230
Timothy Vines690,744,98014,185,8411,119,993113,182,230

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.

Shareholders ratified the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for fiscal year 2023. As to this ratification, shareholders voted as follows:

ForAgainstAbstainBroker Non-Votes
780,161,58137,960,7671,110,6960

Proposal 3 — Advisory Vote on Executive Compensation.

Regions’ executive compensation program received annual advisory approval from shareholders. As to this advisory approval, shareholders voted as follows:

ForAgainstAbstainBroker Non-Votes
639,137,63262,417,2864,495,896113,182,230



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
                                
REGIONS FINANCIAL CORPORATION
By: /s/ Tara A. Plimpton
Name: Tara A. Plimpton
Title: Chief Legal Officer and Corporate Secretary
Date: April 19, 2023