FIRST HORIZON CORP 8-K

What Happened

• First Horizon Corporation announced a Board‑approved amendment to its Bylaws on April 27, 2026 that sets the Board at 14 members until the 2026 annual meeting and, after that meeting, at 12 members. The amended Bylaws are effective immediately and are filed as Exhibit 3.1 to the 8‑K.
• At the Annual Meeting on April 28, 2026, shareholders elected all 12 director nominees named in the proxy. Shareholders also approved the advisory "say‑on‑pay" vote on executive compensation and ratified KPMG LLP as the company’s independent auditor.

Key Details

• Bylaw amendment approved April 27, 2026: Board will consist of 14 members until the 2026 annual meeting and 12 members thereafter.
• Director election (Apr 28, 2026): all 12 nominees were elected (vote totals for individual nominees were certified and reported in the filing).
• Advisory vote on executive compensation: Approved — For 347,428,236; Against 10,741,227; Abstain 557,533; Broker non‑votes 42,572,530.
• Ratification of auditor (KPMG LLP): Ratified — For 364,384,172; Against 36,722,784; Abstain 192,570.

Why It Matters

• Governance: The bylaw change and election finalize a reduction in board size to 12 directors, which directly affects corporate governance and Board composition going forward.
• Shareholder sentiment: A decisive "say‑on‑pay" approval indicates shareholder support for the company’s executive compensation practices as described in the 2026 proxy statement.
• Audit continuity: Ratification of KPMG provides continuity for independent audit oversight.
• No financial results were reported in this 8‑K; the filing is focused on governance and shareholder votes.