Regions Financial Corp 8-K, filed Jun 22, 2021
Regions Financial Corp (RF)
About this 8-K
Regions Financial Corp filed this 8-K on June 22, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- 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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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 22, 2021, the Board of Directors (the “Board”) of Regions Financial Corporation (“Regions” or the “Company”) appointed Joia M. Johnson to the Board, such appointment to be effective on July 20, 2021. Ms. Johnson was also appointed to serve as a member of the Board of Directors of the Company’s wholly owned subsidiary, Regions Bank (together with the Board, the “Boards”), also effective on July 20, 2021. The appointment of Ms. Johnson increases the size of the Boards to thirteen (13) members. Ms. Johnson will serve on the Nominating and Corporate Governance Committee and the Risk Committee of the Boards.
The Boards affirmatively determined that Ms. Johnson is independent under New York Stock Exchange listing standards and the Company’s Corporate Governance Principles. There are no arrangements or understandings with other persons pursuant to which Ms. Johnson was appointed to the positions described above. Additionally, there are no related person transactions involving Ms. Johnson that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Ms. Johnson, 61, recently retired as Chief Administrative Officer, General Counsel, and Corporate Secretary for Hanesbrands Inc. (“Hanesbrands”), positions that she held since 2016. She joined Hanesbrands in 2007 as Chief Legal Officer, General Counsel, and Corporate Secretary. Ms. Johnson’s leadership position with Hanesbrands included serving as executive leader for the Hanesbrands Board of Directors’ Compensation Committee and Governance and Nominating Committee. She also oversaw legal, corporate social responsibility, human resources, real estate, and government/trade relations functions for the company. Prior to joining Hanesbrands in 2007, Ms. Johnson served as Executive Vice President, General Counsel, and Corporate Secretary of RARE Hospitality International, Inc. Ms. Johnson currently serves on the Board of Directors of Global Payments Inc.
Ms. Johnson is a graduate of Duke University. She also earned a Master of Business Administration from the Wharton School of Business at the University of Pennsylvania and a law degree from the University of Pennsylvania School of Law.
Ms. Johnson will receive customary fees and equity awards from the Company for serving as a Director in accordance with Regions’ Director Compensation Program, as described in the Company’s 2021 proxy statement filed with the Securities and Exchange Commission on March 5, 2021. Under the Director Compensation Program, the Boards approved a grant to Ms. Johnson of restricted stock units under the Regions 2015 Long Term Incentive Plan, to be made as of July 20, 2021, with a grant date value equal to $97,500, which is the prorated amount of the annual equity retainer paid uniformly to all non-employee Directors. The restricted stock units are subject to a continued service requirement and become vested on the date of the 2022 Annual Meeting of Shareholders, or earlier in the case of death or disability or upon termination without cause following a change in control of Regions.
| Item 8.01 | Other Events. |
On June 22, 2021, the Company issued a press release announcing the appointment of Ms. Johnson to the Boards. The press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated June 22, 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 22, 2021 | By: | /s/ Tara A. Plimpton | ||||
| Name: Tara A. Plimpton | ||||||
| Title: Chief Legal Officer and Corporate Secretary | ||||||
Exhibit 99.1
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NEWS RELEASE |
| Media Contact: | ||
| Jeremy D. King | Regions News Online: regions.doingmoretoday.com | |
| Regions Bank | Regions News on Twitter: @RegionsNews | |
| 205-264-4551 |
Joia M. Johnson Appointed to Regions Board of Directors
Johnson will serve on the Nominating and Corporate Governance Committee and the Risk Committee.
BIRMINGHAM, Ala. – June 22, 2021 – Regions Financial Corp. (NYSE:RF) on Tuesday announced Joia M. Johnson has been appointed to the boards of Regions Financial Corp. and its subsidiary, Regions Bank, effective July 20, 2021. Ms. Johnson will serve on the Nominating and Corporate Governance Committee and the Risk Committee of the Boards.
| An experienced corporate executive, as well as public and private company director, Ms. Johnson recently retired as chief administrative officer, general counsel, and corporate secretary for Hanesbrands Inc., a leading apparel manufacturer and marketer. Based in Winston-Salem, N.C., Ms. Johnson’s leadership position with Hanesbrands included serving as executive leader for the Hanesbrands Board of Directors’ Compensation Committee as well as the Board’s Governance and Nominating Committee. She also oversaw legal, corporate social responsibility, human resources, real estate, and government/trade relations functions for the company.
“Joia’s leadership experience, both at the corporate level and in various board roles, will add greater depth and insights to the Regions Board of Directors as we advance policies and strategies to benefit our customers, associates, communities, and shareholders,” said Charles McCrary, chair of the Regions Financial Corp. and Regions Bank Boards. “The Regions mission is to make life better for the people we serve, and we accomplish that mission by creating shared value for all of our stakeholders. With her passion for strong governance and strategic community engagement, Joia will help us build on our progress and reach new heights in the years to come.” |
Joia M. Johnson has been appointed to the boards of Regions Financial Corp. and its subsidiary, Regions Bank, effective July 20, 2021. | |
Ms. Johnson’s board experience includes serving within the financial services sector. She serves on the board of Global Payments Inc., a Fortune 500 payments technology company. In addition, for eight years, Ms. Johnson was a board member for Crawford & Company, which specializes in insurance claims administration. Ms. Johnson was also a member of the board of H.J. Russell & Company, a private real estate construction and property management business, for 15 years.
Ms. Johnson is a graduate of Duke University. She also earned a Master of Business Administration from the Wharton School of Business at the University of Pennsylvania. In addition, she earned a law degree from the University of Pennsylvania School of Law.
“I believe the breadth of my corporate experience and civic engagement will complement the additional experience and skills reflected throughout Regions’ current directors,” Ms. Johnson said. “As the company focuses not just on continuous improvement but also on long-term, sustainable growth, I am thrilled to become a part of building on Regions’ history of success – while also defining a very bright future for the organization and the people and communities we serve.”
With the addition of Ms. Johnson, Regions will increase to a 13-member board, which will, as of July 20, 2021, consist of 12 independent outside directors.
Regions is committed to serving the long-term interests of shareholders by maintaining strong governance principles and cultivating an experienced and engaged Board of Directors with diverse skills and attributes. The Board has adopted comprehensive Corporate Governance Principles to guide its oversight and independent governance. The Corporate Governance Principles affirm that the Board will seek members from diverse professional backgrounds, who combine a broad spectrum of experience and expertise with a reputation for integrity, to ensure the Board maintains an appropriate mix of skills and characteristics to meet the needs of the company and the people it serves.
About Regions Financial Corporation
Regions Financial Corporation (NYSE:RF), with $153 billion in assets, is a member of the S&P 500 Index and is one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, and mortgage products and services. Regions serves customers across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates more than 1,300 banking offices and approximately 2,000 ATMs. Regions Bank is an Equal Housing Lender and Member FDIC. Additional information about Regions and its full line of products and services can be found at www.regions.com.
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