Regions Financial Corp DEFA14A, filed Mar 13, 2020
Regions Financial Corp (RF)
DEFA14A
2020-03-13
View Original
Added on
October 16, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
þ Filed by the Registrant | ☐ Filed by a Party other than the Registrant |
Check the appropriate box: | |
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
þ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
REGIONS FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): | |
þ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) Title of each class of securities to which transaction applies: | |
(2) Aggregate number of securities to which transaction applies: | |
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) Proposed maximum aggregate value of transaction: | |
(5) Total fee paid: | |
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) Amount Previously Paid: | |
(2) Form, Schedule or Registration Statement No.: | |
(3) Filing Party: | |
(4) Date Filed: | |
REGIONS FINANCIAL CORPORATION
1900 Fifth Avenue North
Birmingham, Alabama 35203
Supplement Dated March 13, 2020
To the Proxy Statement Dated March 6, 2020
For the 2020 Annual Meeting of Shareholders
To be held Wednesday, April 22, 2020
On March 6, 2020, Regions Financial Corporation (“Regions”) filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission in connection with its 2020 Annual Meeting of Shareholders to be held on April 22, 2020. Regions is providing this supplement to correct inadvertent typographical errors related solely to previously disclosed 2017 compensation for two executives in the table appearing on page 102 of the Proxy Statement under the heading “Summary Compensation Table.” The corrected table, with footnotes provided for convenience, is below and replaces the original table in the Proxy Statement in its entirety.
Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) | ||||||||
John M. Turner, Jr. President and Chief Executive Officer | 2019 | 968,750 | — | 2,835,476 | — | 2,295,559 | 6,821,591 | 193,891 | 13,115,267 | ||||||||
2018 | 806,250 | — | 1,098,317 | — | 2,230,019 | 3,142,908 | 120,129 | 7,397,623 | |||||||||
2017 | 585,000 | — | 790,790 | — | 1,339,896 | 1,527,838 | 101,214 | 4,344,738 | |||||||||
David J. Turner, Jr. Chief Financial Officer | 2019 | 664,200 | — | 907,369 | — | 1,320,656 | 1,526,566 | 120,101 | 4,538,892 | ||||||||
2018 | 664,200 | — | 878,653 | — | 1,683,937 | 140,855 | 92,790 | 3,460,436 | |||||||||
2017 | 660,150 | — | 790,790 | — | 1,540,806 | 885,279 | 97,843 | 3,974,868 | |||||||||
John B. Owen Chief Operating Officer | 2019 | 700,000 | — | 907,369 | — | 1,379,335 | 3,333,674 | 125,670 | 6,446,048 | ||||||||
2018 | 695,150 | — | 878,653 | — | 1,763,088 | 1,172,687 | 106,756 | 4,616,334 | |||||||||
2017 | 676,450 | — | 790,790 | — | 1,591,297 | 1,459,534 | 93,121 | 4,611,192 | |||||||||
C. Matthew Lusco Chief Risk Officer | 2019 | 584,250 | — | 777,745 | — | 1,196,420 | 1,263,719 | 121,882 | 3,944,016 | ||||||||
2018 | 584,250 | — | 753,132 | — | 1,541,426 | 756,268 | 99,485 | 3,734,560 | |||||||||
2017 | 580,688 | — | 790,790 | — | 1,403,486 | 403,527 | 100,628 | 3,279,119 | |||||||||
Fournier J. Gale, III General Counsel and Corporate Secretary | 2019 | 584,045 | — | 777,745 | — | 1,155,861 | — | 132,912 | 2,650,563 | ||||||||
2018 | 584,045 | — | 753,132 | — | 1,395,911 | — | 120,646 | 2,853,734 | |||||||||
2017 | 581,534 | — | 790,790 | — | 1,285,758 | — | 124,564 | 2,782,646 | |||||||||
(1) | As reflected in the following table, amounts in this column are the grant date fair value of awards computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation - Stock Compensation. See Note 17, “Share-Based Payments,” to the consolidated financial statements included in our Annual Report on Form 10-K filed February 21, 2020, for additional information about how the grant date fair value of these awards is determined. |
2019 Annual Equity Grant (PSUs & RSUs) | Total Stock Awards Value ($) | |||||
PSUs ($/units) (a) | RSUs ($/units) (b) | |||||
Name | Performance Stock Units ($) | Performance Stock Units (#) | Restricted Stock Units ($) | Restricted Stock Units (#) | ||
John M. Turner, Jr. | 1,417,738 | 96,642 | 1,417,738 | 96,642 | 2,835,476 | |
David J. Turner, Jr. | 453,684 | 30,926 | 453,684 | 30,926 | 907,369 | |
John B. Owen | 453,684 | 30,926 | 453,684 | 30,926 | 907,369 | |
C. Matthew Lusco | 388,872 | 26,508 | 388,872 | 26,508 | 777,745 | |
Fournier J. Gale, III | 388,872 | 26,508 | 388,872 | 26,508 | 777,745 | |
(a) | The amounts in this column reflect the number of units granted and the grant date fair value of PSUs based on the probable outcome of the performance conditions. Actual payout under these awards can range from 0% to 150% of target based on performance metrics of absolute and relative Earnings Per Share Growth (“EPS Growth”) and Return on Average Tangible Common Equity (“ROATCE”) established at grant. The maximum award value for the PSUs (determined as described on pages 90-92) is $2,126,607 for Mr. J. Turner, $680,527 each for Mr. D. Turner and Mr. Owen, and $583,309 each for Mr. Lusco and Mr. Gale. |
1
(b) | The amounts in this column represent the number of units granted and the grant date fair value of RSUs that cliff vest at the end of the three-year vesting period ending April 1, 2022. |
(2) | This amount represents annual cash incentives for 2019 performance plus the value of the 2017 Performance Cash Units based on certification of performance goals as of the three-year period ending on December 31, 2019, and will be vested based on service effective April 3, 2020. The following table sets forth the details of these awards: |
Non-equity Incentive Plan Compensation | |||
Name | 2019 Annual Cash Incentive ($) | Value of 2017 Performance Cash Units at 12/31/19 ($) (a) | Total ($) |
John M. Turner Jr. | 1,839,559 | 456,000 | 2,295,559 |
David J. Turner, Jr. | 864,656 | 456,000 | 1,320,656 |
John B. Owen | 923,335 | 456,000 | 1,379,335 |
C. Matthew Lusco | 740,420 | 456,000 | 1,196,420 |
Fournier J. Gale, III | 699,861 | 456,000 | 1,155,861 |
(a) | This column reflects 114% of target earned at December 31, 2019. Grants to Mr. J. Turner and Mr. Lusco are subject to service vesting requirements until April 1, 2020 (the third anniversary of the date of grant). |
(3) | This amount includes benefits for Mr. J. Turner and Mr. Owen described on pages 93-94 and 107-109, which are subject to significant vesting requirements that have not yet been met. Therefore, all of the change in benefit for Mr. J. Turner and Mr. Owen would not be payable at the present time if they left the Company. Mr. D. Turner and Mr. Lusco are fully vested in their benefits. |
(4) All other compensation consists of the following:
Name | Life Insurance, Perquisites and Other Personal Benefits ($)(a) | Matching Contributions Under Qualified Savings Plans ($) | Matching Contributions Under Nonqualified Savings Plans ($) | Non-Elective Contributions under the Qualified and Nonqualified 401(k) plans ($) | Total All Other Compensation ($) | |
John M. Turner, Jr. | 47,103 | 14,000 | 127,188 | 5,600 | 193,891 | |
David J. Turner, Jr. | 27,694 | 14,000 | 78,407 | — | 120,101 | |
John B. Owen | 21,915 | 15,200 | 82,955 | 5,600 | 125,670 | |
C. Matthew Lusco | 37,030 | 18,000 | 61,252 | 5,600 | 121,882 | |
Fournier J. Gale, III | 22,390 | 15,200 | 63,223 | 32,099 | 132,912 | |
(a) | The 2019 amount includes the value of items such as financial planning services, personal use of the corporate aircraft, an enhanced executive physical, home security, and matching charitable gift contributions. For Mr. J. Turner, the value for personal use of the corporate aircraft in 2019 was $16,500, and the value of personal financial planning services was $16,915. |
Except as described above, this supplement to the Proxy Statement does not modify, amend, supplement, or otherwise affect the Proxy Statement.
If you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. If you would like to change or revoke your prior vote on any proposal, please refer to the Proxy Statement for instructions on how to do so.
2