First Horizon Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$FHN
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(Registrant's telephone number, including area code) (901 ) 523-4444
(Former name or former address, if changed since 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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Exchange on which Registered | ||||||
| | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series C | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series E | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series F | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series H | ||||||||
*On April 1, 2026, all shares of Series C Preferred Stock were called for redemption effective May 1, 2026. That redemption will result in the redemption, suspension from trading, and delisting of the related Series C Depositary Shares.
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. o
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment of Bylaws
On April 27, 2026, the Board of Directors unanimously approved an amendment to Section 3.2 of the Bylaws of First Horizon Corporation (as amended, the “Bylaws”), effective immediately. As amended, Section 3.2 provides that the Board of Directors shall consist of fourteen members until directors are elected at the 2026 annual meeting of shareholders (the “Annual Meeting”) and thereafter shall consist of twelve members.
The foregoing summary of the amendment made to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On April 28, 2026, First Horizon Corporation (“First Horizon”) held its Annual Meeting. 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 | ||||||||||||||||||||||||||||
| Jeffrey J. Brown | 357,518,842 | 963,213 | 244,942 | 42,572,530 | ||||||||||||||||||||||||||||
| Velia Carboni | 355,566,283 | 2,917,336 | 243,377 | 42,572,530 | ||||||||||||||||||||||||||||
| John C. Compton | 333,435,347 | 25,054,353 | 237,296 | 42,572,530 | ||||||||||||||||||||||||||||
| Wendy P. Davidson | 355,600,607 | 2,891,187 | 235,203 | 42,572,530 | ||||||||||||||||||||||||||||
| John W. Dietrich | 331,737,454 | 26,765,284 | 224,259 | 42,572,530 | ||||||||||||||||||||||||||||
| D. Bryan Jordan | 350,736,315 | 7,716,006 | 274,676 | 42,572,530 | ||||||||||||||||||||||||||||
| J. Michael Kemp, Sr. | 353,966,657 | 4,420,855 | 339,484 | 42,572,530 | ||||||||||||||||||||||||||||
| Rick E. Maples | 356,805,040 | 1,675,377 | 246,580 | 42,572,530 | ||||||||||||||||||||||||||||
| Sital K. Mody | 356,909,609 | 1,476,480 | 340,907 | 42,572,530 | ||||||||||||||||||||||||||||
| Michael L. Moehn | 355,559,899 | 2,881,444 | 285,653 | 42,572,530 | ||||||||||||||||||||||||||||
| Vicki R. Palmer | 343,583,986 | 14,916,094 | 226,915 | 42,572,530 | ||||||||||||||||||||||||||||
| Cecelia D. Stewart | 357,714,996 | 776,857 | 235,143 | 42,572,530 | ||||||||||||||||||||||||||||
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 2026 Proxy Statement | 347,428,236 | 10,741,227 | 557,533 | 42,572,530 | ||||||||||||||||||||||
 | 2 | FORM 8-K CURRENT REPORT 4/29/2025 | ||||||
VOTE ITEM 3
RATIFICATION OF APPOINTMENT OF AUDITOR
Outcome: Ratified
| Auditor | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
| KPMG LLP | 364,384,172 | 36,722,784 | 192,570 | — | ||||||||||||||||||||||
ITEM 9.01. Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are filed herewith:
| Exhibit # | Description | ||||||||||
| 3.1 | |||||||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | ||||||||||
| 3 | FORM 8-K CURRENT REPORT 4/29/2025 | ||||||
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 CORPORATION | |||||||||||||||||
| (Registrant) | |||||||||||||||||
| April 29, 2026 | By: | /s/ Shannon M. Hernandez | |||||||||||||||
| Shannon M. Hernandez | |||||||||||||||||
| Senior Vice President, Assistant General Counsel and Corporate Secretary | |||||||||||||||||
| 4 | FORM 8-K CURRENT REPORT 4/29/2025 | ||||||