REGIONS FINANCIAL CORP 8-K

What Happened
Regions Financial Corporation filed an 8-K reporting results of its May 6, 2026 Annual Meeting of Shareholders and related charter changes. All 13 director nominees were elected for one-year terms (names listed below). Shareholders approved three charter amendments—eliminating certain supermajority voting requirements, removing certain business combination restrictions (including the related Section 203 supermajority standard), and limiting officer liability to the fullest extent permitted by Delaware law. The By‑Law amendments consistent with the supermajority change became effective May 6, 2026; the Certificate of Amendment to the Certificate of Incorporation was filed with Delaware on May 11, 2026.

Key Details

• Directors elected (13): Mark A. Crosswhite; Noopur Davis; Zhanna Golodryga; J. Thomas Hill; Roger W. Jenkins; Joia M. Johnson; Ruth Ann Marshall; Alison S. Rand; William C. Rhodes, III; Lee J. Styslinger, III; José S. Suquet; John M. Turner, Jr.; Timothy Vines.
• Executive compensation advisory vote passed: For 609,234,304 | Against 39,891,038 | Abstain 2,958,692.
• Auditor ratified: Ernst & Young LLP ratified as independent auditor for FY2026: For 704,155,225 | Against 42,885,714.
• Charter amendment votes:
  • Proposal 4 (eliminate certain supermajority votes): For 645,648,258 | Against 4,714,387.
  • Proposal 5 (eliminate certain business combination restrictions/Section 203 supermajority): For 645,300,139 | Against 4,960,621.
  • Proposal 6 (limit officer liability as permitted by Delaware law): For 540,712,427 | Against 109,883,238.
• Two proposals failed: Proposal 7 (other miscellaneous charter changes) was not approved (For 622,953,157 | Against 27,076,065); Proposal 8 (shareholder right to call a special meeting at 10% ownership) was not approved (For 284,758,029 | Against 363,915,357).
• Amended By‑Laws provide that By‑Laws may be amended at any annual or special shareholder meeting by a majority in voting power of stock issued and entitled to vote.

Why It Matters
These actions change Regions’ corporate governance rules and voting thresholds: approved amendments remove certain supermajority requirements and business-combination restrictions in the Charter and adopt a majority standard in the By‑Laws, and they also expand permitted officer liability protections under Delaware law. For investors, these are material governance changes that affect how future amendments, business combinations and certain corporate actions may be approved. The official Certificate of Amendment and the Amended By‑Laws are attached as exhibits to the 8-K for detailed reference.