$FHN·8-K

FIRST HORIZON CORP · Jul 28, 4:31 PM ET

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FIRST HORIZON CORP 8-K

Research Summary

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Updated

First Horizon Corp Amends Bylaws—Moves Director Retirement Rules

What Happened

  • First Horizon Corporation announced that on July 27, 2026 its Board of Directors unanimously approved amendments to Article Seven of the company’s bylaws, effective immediately.
  • The amendment deleted Section 7.1 in its entirety (which set forth certain conditions under which directors would be retired or expected to tender resignations) and renumbered the remaining sections.
  • The provisions from Section 7.1 were moved, without any substantive changes, into First Horizon’s Corporate Governance Guidelines.

Key Details

  • Board action date: July 27, 2026; amendments effective immediately.
  • Section removed: Section 7.1 of Article Seven of the bylaws (retirement/resignation conditions for directors).
  • Substance unchanged: the director retirement/resignation provisions were relocated to the Corporate Governance Guidelines “without any substantive changes.”
  • The updated bylaws (as amended) are filed as Exhibit 3.1 to the Form 8‑K.

Why It Matters

  • This is a corporate governance change: rules about director retirement/resignation are no longer codified in the bylaws but are now contained in the company’s Corporate Governance Guidelines.
  • For investors, that means the board has shifted these governance provisions to a framework that is typically easier to update than formal bylaws; however, the company says the content of the rules did not change.
  • Monitor future governance communications for any additional guideline updates or board commentary that could affect board composition or director tenure.

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