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): April 28, 2020

 

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)

 

TN 001-15185 62-0803242
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   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 5.07. Submission of Matters to a Vote of Security Holders.

 

(a) & (b) Voting Results for 2020 Annual Meeting

 

On April 28, 2020, First Horizon held its annual meeting of shareholders. At the annual meeting, three vote items were acted upon by the shareholders. The number of votes cast for or against as to each such matter or nominee, and the number of abstentions and broker non-votes as to each such matter or nominee, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share.

 

Vote Item 1: Election of Directors

Outcome: All nominees were elected

Nominee For Against Abstain Broker Non-vote
Kenneth A. Burdick 251,620,322.844 6,799,959.827 290,802.650 24,651,761.000
John C. Compton 250,714,633.722 7,454,972.949 541,478.650 24,651,761.000
Wendy P. Davidson 255,014,472.404 3,424,733.459 271,879.458 24,651,761.000
Mark A. Emkes 248,826,358.975 9,416,834.417 467,891.929 24,651,761.000
Corydon J. Gilchrist 255,619,206.841 2,638,128.115 453,750.365 24,651,761.000
D. Bryan Jordan 247,212,899.678 9,343,885.148 2,154,300.495 24,651,761.000
Vicki R. Palmer 247,467,841.685 10,542,826.986 700,416.650 24,651,761.000
Colin V. Reed 248,485,428.062 9,792,234.038 433,423.221 24,651,761.000
Cecelia D. Stewart 254,559,666.298 3,418,589.565 732,829.458 24,651,761.000
Rajesh Subramaniam 255,054,199.487 3,205,321.965 451,563.869 24,651,761.000
R. Eugene Taylor 254,256,109.144 3,708,614.593 746,361.584 24,651,761.000
Luke Yancy III 249,334,138.164 8,247,037.121 1,129,910.036 24,651,761.000

 

Vote Item 2: Advisory Resolution to Approve Executive Compensation

 

Outcome: Approved

 

Details For Against Abstain Broker Non-vote
Advisory resolution to approve compensation of certain executive officers as described in the 2020 Proxy Statement 243,132,473.672 14,543,096.372 1,035,515.277 24,651,761.000

 

 Vote Item 3: Ratification of Appointment of Auditors

 

Outcome: Ratified

 

Auditor For Against Abstain Broker Non-vote
KPMG LLP 261,068,631.238 21,981,891.680 312,323.403 0

 

(c) & (d) Not applicable.

 

*  *  *  *  *

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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: April 29, 2020 By:  /s/ Clyde A. Billings, Jr.
 
    Clyde A. Billings, Jr.  
    Senior Vice President, Assistant  
    General Counsel, and Corporate Secretary  
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