Regions Financial Corp 8-K, filed Jun 16, 2021
Regions Financial Corp (RF)
About this 8-K
Regions Financial Corp filed this 8-K on June 16, 2021.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Depositary Shares, each representing a 1/40th Interest in a Share of | ||||
| Depositary Shares, each representing a 1/40th Interest in a Share of | ||||
| Depositary Shares, each representing a 1/40th Interest in a Share of | ||||
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 16, 2021, Regions Financial Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designations (the “Certificate of Designations”) relating to the Company’s 6.375% Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”). No shares of the Series A Preferred Stock remain outstanding. On June 15, 2021, all then-outstanding shares of Series A Preferred Stock were redeemed in accordance with the terms of the Certificate of Designations. Following the filing of the Certificate of Elimination, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein, all previously-authorized shares of the Series A Preferred Stock resumed the status of undesignated shares of the Company’s preferred stock, par value $1.00 per share.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Elimination of the 6.375% Non-Cumulative Perpetual Preferred Stock, Series A of Regions Financial Corporation, filed with the Secretary of State of the State of Delaware and effective June 16, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Regions Financial Corporation | ||||||||
| Date: June 16, 2021 | By: | /s/ Hardie B. Kimbrough, Jr. |
||||||
| Name: | Hardie B. Kimbrough, Jr. | |||||||
| Title: | Executive Vice President and Controller | |||||||
Exhibit 3.1
CERTIFICATE OF ELIMINATION OF THE
6.375% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A
OF
REGIONS FINANCIAL CORPORATION
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
Regions Financial Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows:
FIRST: The Certificate of Designations filed on October 31, 2012 and constituting part of the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Designations”) authorizes the issuance of 550,000 shares of preferred stock of the Corporation, par value $1 per share, designated as 6.375% Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”).
SECOND: Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), on June 16, 2021, the duly authorized Pricing Committee of the Board of Directors of the Corporation adopted the following resolutions:
RESOLVED, that pursuant to Section 151 of the General Corporation Law of the State of Delaware and in accordance with the provisions of the Amended and Restated Certificate of Incorporation and the Bylaws of the Corporation and applicable law, a duly authorized committee of the Board adopted on October 25, 2012 resolutions authorizing the creation of 550,000 shares of the 6.375% Non-Cumulative Perpetual Preferred Stock, Series A, par value $1 per share, liquidation preference $1,000 per share (the “Series A Preferred Stock”), of the Corporation, and fixed the designation, preferences, privileges, voting rights, and other special rights or qualifications, limitations and restrictions thereof, and authorized the filing of the Certificate of Designations of the Series A Preferred Stock (the “Series A Certificate of Designations”) with the Secretary of State of the State of Delaware;
RESOLVED, that, as of the date hereof, no shares of the Series A Preferred Stock are outstanding and no shares of the Series A Preferred Stock will be issued subject to the Series A Certificate of Designations;
RESOLVED, that when a certificate setting forth this resolution becomes effective, it shall have the effect of eliminating from the Corporation’s Amended and Restated Certificate of Incorporation all matters set forth in the Series A Certificate of Designations with respect to the Series A Preferred Stock; and
RESOLVED, that each Authorized Officer (as defined in the resolutions duly adopted by the Board of Directors on February 7, 2019) or any designee of an Authorized Officer is authorized, in the name and on behalf of the Corporation or in any other capacity, to file a Certificate of Elimination with the Secretary of State of the State of Delaware effecting the elimination of the Series A Preferred Stock.
THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, the Certificate of Designations and all references to Series A Preferred Stock in the Corporation’s Amended and Restated Certificate of Incorporation hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by Andrew Nix, its Executive Vice President, Assistant Corporate Secretary, Chief Governance Officer and Deputy General Counsel, this 16th day of June, 2021.
| REGIONS FINANCIAL CORPORATION | ||
| By: | /s/ Andrew Nix | |
| Name: | Andrew Nix | |
| Title: | Executive Vice President, Assistant Corporate Secretary, Chief Governance Officer and Deputy General Counsel | |