UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 
  FORM 8-K
  CURRENT REPORT
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): January 28, 2020

 

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)

 

TN 001-15185 62-0803242
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer
Identification No.)
     
  165 Madison Avenue, Memphis, Tennessee 38103  
  (Address of Principal Executive Office) (Zip Code)  

 

(901) 523-4444

Registrant’s telephone number, including area code

 

(Former name or former address, if changed from last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of Each Class  Trading Symbol(s) Name of Exchange on which Registered
$0.625 Par Value Common Capital Stock FHN New York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A FHN PR A New York Stock Exchange LLC

 

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

  

 
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

FHNC’s Board of Directors amended FHNC’s Bylaws as discussed below. The amended and restated Bylaws are filed herewith as Exhibit 3.1.

 

Amendment of Bylaws—Board Size

 

On January 28, 2020, the Board of Directors amended Section 3.2 of FHNC’s Bylaws. The amendment to Section 3.2 decreased the size of FHNC’s Board of Directors, from fourteen to twelve persons, effective at the 2020 annual meeting of shareholders, expected to occur on April 28, 2020. The amendment anticipates the retirement of Peter N. Foss and Scott M. Niswonger at that time, in accordance with the Board’s director retirement policy.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

Exhibit # Description
3.1 Bylaws of First Horizon National Corporation, as amended and restated January 28, 2020
104 Cover Page Interactive Data File, formatted in Inline XBRL

 

All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.

 

*  *  *  *  *

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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.

 

  First Horizon National Corporation  
  (Registrant)  
     
Date: February 3, 2020 By:  /s/ Clyde A. Billings, Jr.  
    Senior Vice President, Assistant General  
    Counsel, and Corporate Secretary  
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First Horizon National Corporation false --12-31 0000036966 0000036966 2020-01-28 2020-01-28 0000036966 us-gaap:CommonClassAMember 2020-01-28 2020-01-28 0000036966 us-gaap:SeriesAPreferredStockMember 2020-01-28 2020-01-28