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
April 25, 2023
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
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
(a) & (b) Voting Results for 2023 Annual Meeting
On April 25, 2023, First Horizon Corporation ("First Horizon") held its annual meeting of shareholders. At the annual meeting, four 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 |
|---|---|---|---|---|
| Harry V. Barton, Jr. | 385,558,634 | 4,284,480 | 2,581,023 | 61,904,429 |
| John N. Casbon | 386,562,655 | 3,264,887 | 2,596,596 | 61,904,429 |
| John C. Compton | 362,591,992 | 27,188,253 | 2,643,892 | 61,904,429 |
| Wendy P. Davidson | 385,423,091 | 4,324,239 | 2,676,808 | 61,904,429 |
| William H. Fenstermaker | 377,686,896 | 12,130,388 | 2,606,854 | 61,904,429 |
| D. Bryan Jordan | 373,020,639 | 14,396,393 | 5,007,105 | 61,904,429 |
| J. Michael Kemp, Sr. | 376,684,105 | 13,116,192 | 2,623,840 | 61,904,429 |
| Rick E. Maples | 384,803,380 | 4,998,350 | 2,622,408 | 61,904,429 |
| Vicki R. Palmer | 368,900,753 | 20,879,140 | 2,644,245 | 61,904,429 |
| Colin V. Reed | 373,320,306 | 16,461,991 | 2,641,841 | 61,904,429 |
| E. Stewart Shea III | 377,586,020 | 12,244,976 | 2,593,142 | 61,904,429 |
| Cecelia D. Stewart | 385,496,546 | 4,256,071 | 2,671,521 | 61,904,429 |
| Rosa Sugrañes | 385,302,933 | 4,452,113 | 2,669,092 | 61,904,429 |
| R. Eugene Taylor | 380,536,744 | 9,065,284 | 2,822,109 | 61,904,429 |
VOTE ITEM 2
RATIFICATION OF APPOINTMENT OF AUDITOR
Outcome: Ratified
| Auditor | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| KPMG LLP | 409,588,718 | 41,468,019 | 3,271,830 | — |
VOTE ITEM 3
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 2023 Proxy Statement | 374,631,446 | 13,930,680 | 3,862,011 | 61,904,429 |
| 2 | FORM 8-K CURRENT REPORT 4/25/2023 | |||
| --- | --- |
VOTE ITEM 4
ADVISORY RESOLUTION ON FREQUENCY OF SAY ON PAY
Outcome: "Every Year" Received a Majority of the Votes Cast
| Details | Every Year | Every Two Years | Every Three Years | Abstain | Broker Non-Vote |
|---|---|---|---|---|---|
| Advisory resolution on the frequency (whether every year, every two years or every three years) that an advisory resolution to approve the compensation of certain executive officers should be presented to shareholders | 374,562,042 | 586,756 | 14,190,681 | 3,084,659 | 61,904,429 |
ITEM 8.01. Other Events
Press Release: Transition from LIBOR to CME Term SOFR. On April 25, 2023, First Horizon issued a press release announcing that, after June 30, 2023, CME Term SOFR, plus the applicable spread, will be the replacement reference rate for certain outstanding floating rate or fixed-to-floating rate securities, listed in the release, that currently use or are scheduled to use U.S. dollar LIBOR as the reference rate. The text of the release is attached hereto as Exhibit 99 and incorporated by reference into this Item 8.01.
Updated S-8 Power of Attorney. First Horizon hereby files, as Exhibit 24.1 to this Current Report, a power of attorney signed by its current directors along with its principal financial and accounting officers. The new power of attorney relates to certain registration statements filed on Form S-8 from 1996 to 2021, and updates earlier powers of attorney.
ITEM 9.01. Financial Statements and Exhibits
The following exhibits are filed herewith:
| Exhibit # | Description |
|---|---|
| 24.1 | Power of Attorney |
| 99 | Press release dated April 25, 2023 |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
| 3 | FORM 8-K CURRENT REPORT 4/25/2023 |
| --- | --- |
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 25, 2023 | By: | /s/ Clyde A. Billings, Jr. | |||
| Clyde A. Billings, Jr. | |||||
| Senior Vice President, Assistant General Counsel and Corporate Secretary | 4 | FORM 8-K CURRENT REPORT 4/25/2023 | |||
| --- | --- |
Document
| EXHIBIT 24.1 | |
|---|---|
| Power of Attorney |
Power of Attorney
Each of the undersigned directors and officers of First Horizon Corporation, a Tennessee corporation (the “Company”), hereby appoints Hope Dmuchowski, Dane P. Smith, Jeff L. Fleming, Clyde A. Billings, Jr., Shannon M. Hernandez, John A. Niemoeller, and each of them or their successors as officers of the Company acting singly, the true and lawful agents and attorneys of the undersigned, with full power of substitution and re-substitution, to do all things and to execute all instruments which any of them may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under such Act of any previously registered shares of common stock or interests remaining unissued or unsold under any of the Company’s employee benefit plans registered under any of the following: registration statement No. 333-219052 on Form S-4 (including post-effective amendment No. 1 thereto on Form S-8); registration statement No. 333-235757 on Form S-4 (including post-effective amendment No. 1 thereto on Form S-8); and registration statements Nos. 333-16225, 333-16227, 333-70075, 333-91137, 333-92145, 333-56052, 333-73440, 333-73442, 333-108750, 333-109862, 333-123404, 333-124297, 333-124299, 333-133635, 333-156614, 333-166818, 333-181162, 333-211120, 333-212850, 333-238038, 333-239877, and 333-255580 on Forms S-8. This authorization includes the authority to sign the name of each of the undersigned in the capacities indicated below to any of the listed registration statements after this date.
| SIGNATURE | TITLE | DATE |
|---|---|---|
| /s/ D. Bryan Jordan | Chairman of the Board, President, and Chief Executive<br><br>Officer and Director<br><br>(principal executive officer) | April 25, 2023 |
| D. Bryan Jordan | ||
| /s/ Hope Dmuchowski | Senior Executive Vice President and Chief Financial Officer<br><br>(principal financial officer) | April 25, 2023 |
| Hope Dmuchowski | ||
| /s/ Jeff L. Fleming | Executive Vice President and Chief Accounting Officer<br><br>(principal accounting officer) | April 25, 2023 |
| Jeff L. Fleming | ||
| /s/ Harry V. Barton, Jr. | Director | April 25, 2023 |
| Harry V. Barton, Jr. | ||
| /s/ John N. Casbon | Director | April 25, 2023 |
| John N. Casbon | ||
| /s/ John C. Compton | Director | April 25, 2023 |
| John C. Compton | ||
| /s/ Wendy P. Davidson | Director | April 25, 2023 |
| Wendy P. Davidson | ||
| /s/ William H. Fenstermaker | Director | April 25, 2023 |
| William H. Fenstermaker | ||
| 1 | Exh. to Form 8-K Current Report 4/25/2023 | |
| --- | --- | |
| EXHIBIT 24.1 | ||
| --- | --- | |
| Power of Attorney | ||
| SIGNATURE | TITLE | DATE |
| --- | --- | --- |
| /s/ J. Michael Kemp, Sr. | Director | April 25, 2023 |
| J. Michael Kemp, Sr. | ||
| /s/ Rick E. Maples | Director | April 25, 2023 |
| Rick E. Maples | ||
| /s/ Vicki R. Palmer | Director | April 25, 2023 |
| Vicki R. Palmer | ||
| /s/ Colin V. Reed | Director | April 25, 2023 |
| Colin V. Reed | ||
| /s/ E. Stewart Shea, III | Director | April 25, 2023 |
| E. Stewart Shea, III | ||
| /s/ Cecelia D. Stewart | Director | April 25, 2023 |
| Cecelia D. Stewart | ||
| /s/ Rosa Sugrañes | Director | April 25, 2023 |
| Rosa Sugrañes | ||
| /s/ R. Eugene Taylor | Director | April 25, 2023 |
| R. Eugene Taylor | ||
| 2 | Exh. to Form 8-K Current Report 4/25/2023 | |
| --- | --- |
Document
FOR IMMEDIATE RELEASE
First Horizon Announces CME Term SOFR as Benchmark Replacement Rate
for Certain Outstanding USD LIBOR Securities After June 30, 2023
MEMPHIS, TN (April 25, 2023) – First Horizon Corporation (NYSE: FHN or “First Horizon”) today announced that, after June 30, 2023, US dollar LIBOR will be replaced with CME Term SOFR as the reference rate used in certain outstanding securities issued by FHN or its affiliates.
On March 5, 2021 the U.K.’s Financial Conduct Authority announced that all tenors of USD LIBOR would cease publication or no longer be representative after June 30, 2023. On March 15, 2022, the Adjustable Interest Rate (LIBOR) Act was signed into law to address “tough legacy contracts,” including those with certain fallback language provisions, and provided that LIBOR will transition to a replacement benchmark based on the Secured Overnight Financing Rate (“SOFR”), plus a spread adjustment, in such covered contracts. Subsequently, the Federal Reserve Board (the “Board”) adopted Regulation ZZ that identified CME Term SOFR, a forward term rate based on SOFR administered by CME Group Benchmark Administration, Ltd., plus a spread adjustment, as the replacement rate for securities for any interest rate calculations after June 30, 2023.
First Horizon Corporation and First Horizon Bank have previously issued securities including preferred stock and trust preferred securities that reference USD LIBOR and are expected remain outstanding after June 2023. First Horizon has determined that these securities contain fallback language and provisions to which the LIBOR Act will apply, since the LIBOR fallback language contain one or more of the following:
a.a benchmark replacement that is based in any way on any LIBOR value, except to account for the difference between LIBOR and the Benchmark Replacement
b.a requirement that a person (other than a benchmark administrator) conduct a poll, survey, or inquiries for quotes or information concerning interbank lending or deposit rates
Under the LIBOR Act, this language shall be disregarded as if not included in the contract and shall be deemed null and void and without any force or effect. As a result, each LIBOR reference in each applicable securities contract will automatically transition by operation of law to CME Term SOFR, plus a tenor based spread adjustment, on the first business day after June 30, 2023, pursuant to the LIBOR Act and the implementing regulations. FHN is issuing this press release to notify all holders of the securities listed below, the replacement benchmark rate shall be the 3-month CME Term rate plus a spread adjustment of 0.26161%, on the first reset date after USD LIBOR ceases publication in June 2023.
Applicable Securities:
| First Horizon Corporation Preferred Stock | |
|---|---|
| CUSIP | Instrument |
| 320517501 | Depositary Shares, each representing a 1/400th interest in a share of 6.625% Fixed to Floating Non-Cumulative Perpetual Preferred Stock, Series B (NYSE: FHN PRB) |
| 320517600 | Depositary Shares, each representing a 1/400th interest in a share of 6.60% Fixed to Floating Non-Cumulative Perpetual Preferred Stock, Series C (NYSE: FHN PRC) |
| 320517808 | Depositary Shares, each representing a 1/400th interest in a share of 6.10% Fixed to Floating Non-Cumulative Perpetual Preferred Stock, Series D (NYSE: FHN PRD) |
| First Horizon Corporation Trust Preferred Securities (no CUSIPs assigned) | |
|---|---|
| Junior subordinated debentures and the floating rate capital securities issued by: | |
| Capital Bank Statutory Trust III | |
| Civitas Statutory Trust I | |
| FNB United Statutory Trust I | |
| FNB United Statutory Trust II | |
| Greene County Capital Trust II | |
| GreenBank Capital Trust I | |
| Southern Community Capital Trust III | |
| TIBFL Statutory Trust III | |
| First Horizon Bank Preferred Stock | |
| CUSIP | Instrument |
| 337158208 | Class A Non-Cumulative Perpetual Preferred Stock |
The LIBOR Act provides for conforming changes which are technical, administrative, or operational changes, alterations, or modifications that:
a.the Board determines, in its discretion, would address one or more issues affecting the implementation, administration, and calculation of CME Term SOFR in LIBOR contracts; or
b.in the reasonable judgment of a calculating person, are otherwise necessary or appropriate to permit the implementation, administration, and calculation of CME Term SOFR under or in respect of a LIBOR contract after giving due consideration to any benchmark replacement conforming changes implemented by the Board
First Horizon Corp. (NYSE: FHN), with $80.7 billion in assets as of March 31, 2023, 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, and mortgage banking 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 - investorrelations@firsthorizon.com
Media Relations - Beth.Ardoin@firsthorizon.com