8-K
FIRST HORIZON CORP (FHN)
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
June 1, 2022 (May 31, 2022)
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| TN | 001-15185 | 62-0803242 | |
|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 165 Madison Avenue | Memphis, | Tennessee | 38103 |
| (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):
☐ 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 1/400th interest in | FHN PR B | New York Stock Exchange LLC |
| a share of Non-Cumulative Perpetual Preferred Stock, Series B | ||
| Depositary Shares, each representing a 1/400th interest in | FHN PR C | New York Stock Exchange LLC |
| a share of Non-Cumulative Perpetual Preferred Stock, Series C | ||
| Depositary Shares, each representing a 1/400th interest in | FHN PR D | New York Stock Exchange LLC |
| a share of Non-Cumulative Perpetual Preferred Stock, Series D | ||
| Depositary Shares, each representing a 1/4,000th interest in | FHN PR E | New York Stock Exchange LLC |
| a share of Non-Cumulative Perpetual Preferred Stock, Series E | ||
| Depositary Shares, each representing a 1/4,000th interest in | FHN PR F | New York Stock Exchange LLC |
| a share of Non-Cumulative Perpetual Preferred Stock, Series F |
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
| FIRST HORIZON CORPORATION | 1 | FORM 8-K CURRENT REPORT 5/31/2022 |
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ITEM 5.07. Submission of Matters to a Vote of Security Holders.
Voting Results for Special Meeting of Shareholders
On May 31, 2022, First Horizon Corporation ("First Horizon") held a special meeting of shareholders. At the special meeting, three proposals were acted upon, described in detail in the proxy statement filed by First Horizon with the U.S. Securities and Exchange Commission on April 22, 2022 (the "special meeting Proxy Statement"). The number of votes cast for or against as to each such matter, and the number of abstentions and broker non-votes as to each such matter, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share. As of the record date for the special meeting, April 20, 2022, there were 534,701,458 shares of First Horizon common stock outstanding. A total of 395,939,348 shares of First Horizon common stock were present or represented by proxy at the First Horizon special meeting, constituting a quorum for all matters.
PROPOSAL 1—MERGER PROPOSAL
Outcome: Approved
| Details | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Proposal to approve the Agreement and Plan of Merger, dated as of February 27, 2022, as it may be amended from time to time in accordance with its terms, by and among First Horizon Corporation, The Toronto-Dominion Bank, TD Bank US Holding Company, and Falcon Holdings Acquisition Co. (the "merger agreement"), as described in the special meeting Proxy Statement | 393,123,269 | 1,882,104 | 933,975 | — |
PROPOSAL 2—ADVISORY EXECUTIVE COMPENSATION PROPOSAL
Outcome: Approved
| Details | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid by First Horizon to its named executive officers in connection with the transactions contemplated by the merger agreement, as described in the special meeting Proxy Statement | 235,985,609 | 155,075,894 | 4,877,846 | — |
PROPOSAL 3—ADJOURNMENT PROPOSAL
Outcome: Authorized
| Details | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Proposal to approve the adjournment of the special meeting, to solicit additional proxies (i) if there are not sufficient votes at the time of the First Horizon special meeting to approve the First Horizon merger proposal or (ii) if adjournment is necessary or appropriate to ensure that any supplement or amendment to the special meeting Proxy Statement is timely provided to holders of First Horizon common stock , as described in the special meeting Proxy Statement | 360,485,639 | 30,843,462 | 4,610,247 | — |
| FIRST HORIZON CORPORATION | 2 | FORM 8-K CURRENT REPORT 5/31/2022 | ||
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ITEM 8.01. Other Events
On May 31, 2022, First Horizon issued a press release announcing that First Horizon's shareholders approved the merger agreement. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits
The following exhibits are filed herewith:
| Exhibit # | Description | |
|---|---|---|
| 99.1 | Text of press release dated May 31, 2022 | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
| FIRST HORIZON CORPORATION | 3 | FORM 8-K CURRENT REPORT 5/31/2022 |
| --- | --- | --- |
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) | ||||||
| June 1, 2022 | By: | /s/ Clyde A. Billings, Jr. | ||||
| Clyde A. Billings, Jr. | ||||||
| Senior Vice President, Assistant General Counsel and Corporate Secretary | FIRST HORIZON CORPORATION | 4 | FORM 8-K CURRENT REPORT 5/31/2022 | |||
| --- | --- | --- |
Document
EXHIBIT 99.1
May 31, 2022
First Horizon Corporation Shareholders Approve Transaction
with The Toronto-Dominion Bank
MEMPHIS, TN (May 31, 2022) – First Horizon Corporation (NYSE: FHN or "First Horizon") today announced that it has received shareholder approval for The Toronto-Dominion Bank ("TD") to acquire First Horizon. The transaction is expected to close in the first quarter of TD’s 2023 fiscal year subject to U.S. and Canadian regulatory approvals and the completion of other necessary closing conditions.
"Approval of the transaction demonstrates the confidence our shareholders have in the financial and strategic benefits of the transaction and the value it provides our associates, clients and communities," said President and Chief Executive Officer Bryan Jordan. "Following the completion of the transaction, the combined organization will have immediate scale benefits and be well positioned to create extraordinary value with a shared customer-centric strategy and broader client capabilities."
Forward-Looking Statements
This news release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to First Horizon's beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results or other developments. The words "believe," "expect," "anticipate," "intend," "target," "plan," "estimate," "should," "likely," "will," "going forward" and other expressions that indicate future events and trends identify forward-looking statements.
Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies, many of which are beyond the control of First Horizon, and many of which, with respect to future business decisions and actions, are subject to change and which could cause actual results to differ materially from those contemplated or implied by forward-looking statements or historical performance. Examples of uncertainties and contingencies include factors previously disclosed in First Horizon's reports filed with the SEC as well as the following factors, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between First Horizon and TD; the outcome of any legal proceedings that may be instituted against First Horizon or TD, including litigation that has been or may be instituted against First Horizon or its directors or officers related to the proposed transaction or the definitive merger agreement between First Horizon and TD related to the proposed transaction; the timing and completion of the transaction, including the possibility that the proposed transaction will not close when expected or at all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; interloper risk; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of First Horizon; certain restrictions during the pendency of the merger that may impact First Horizon's ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more
expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; reputational risk and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; First Horizon's success in executing its business plans and strategies and managing the risks involved in the foregoing; currency and interest rate fluctuations; exchange rates; success of hedging activities; material adverse changes in economic and industry conditions, including the availability of short and long-term financing; general competitive, economic, political and market conditions; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; other actions of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Tennessee Department of Financial Institutions and other regulators, legislative and regulatory actions and reforms; the pandemic created by the outbreak of COVID-19 and its variants, and resulting effects on economic conditions, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains; and other factors that may affect future results of First Horizon.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. Additional factors that could cause results to differ materially from those contemplated by forward-looking statements can be found in First Horizon's Annual Report on Form 10-K for the year ended December 31, 2021, and in its subsequent Quarterly Reports on Form 10-Q filed with the SEC and available in the "Investor Relations" section of First Horizon's website, http://www.firsthorizon.com, under the heading "SEC Filings" and in other documents First Horizon files with the SEC.
First Horizon Corp. (NYSE: FHN), with $88.7 billion in assets as of March 31, 2022, is a leading regional financial services company, dedicated to helping our clients, communities and associates unlock their full potential with capital and counsel. Headquartered in Memphis, TN, the banking subsidiary First Horizon Bank operates in 12 states across the southern U.S. The Company and its subsidiaries offer commercial, private banking, consumer, small business, wealth and trust management, retail brokerage, capital markets, fixed income, mortgage, and title insurance services. First Horizon has been recognized as one of the nation's best employers by Fortune and Forbes magazines and a Top 10 Most Reputable U.S. Bank. More information is available at www.FirstHorizon.com.
Contact: Investor Relations, Ellen Taylor (901) 523-4450
Media Relations, Beth Ardoin (337) 278-6868