8-K
Regions Financial Corp (RF)
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
Date of Report (Date of earliest event reported): September 21, 2023
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34034 | 63-0589368 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
1900 Fifth Avenue North
Birmingham, Alabama 35203
(Address, including zip code, of principal executive office)
Registrant’s telephone number, including area code: (800) 734-4667
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:
| ☐ | Written communication 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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $.01 par value | RF | New York Stock Exchange |
| Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B | RF PRB | New York Stock Exchange |
| Depositary Shares, each representing a 1/40th Interest in a Share of 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C | RF PRC | New York Stock Exchange |
| Depositary Shares, each representing a 1/40th Interest in a Share of 4.45% Non-Cumulative Perpetual Preferred Stock, Series E | RF PRE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On September 21, 2023, C. Matthew Lusco, Senior Executive Vice President, Chief Risk Officer of Regions Financial Corporation (the “Company”), notified the Company of his intent to retire from the Company on or around December 31, 2023.
The Company has appointed Russell Zusi as Senior Executive Vice President, Chief Risk Officer of the Company, effective as of the commencement of his employment with the Company, which is expected to occur on or around January 2, 2024.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On September 21, 2023, the Company issued a press release announcing Mr. Lusco’s planned retirement from the Company and Mr. Zusi’s appointment as Senior Executive Vice President, Chief Risk Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In accordance with general instruction B.2. of Form 8-K, the information included in and incorporated by reference under this Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit<br>Number | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated September 21, 2023. |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
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.
| REGIONS FINANCIAL CORPORATION | |
|---|---|
| By: | /s/ Tara A. Plimpton |
| Name: | Tara A. Plimpton |
| Title: | Chief Legal Officer and Corporate Secretary |
Date: September 21, 2023
EX-99.1
Exhibit 99.1
| NEWS RELEASE | |
|---|---|
| Media Contact: | |
| --- | --- |
| Jeremy D. King | Regions News Online: regions.doingmoretoday.com |
| Regions Bank | Regions News on Twitter: @RegionsNews |
| 205-264-4551 |
Regions Financial Announces Matt Lusco to Retire, Russell Zusi to Serve as Chief Risk Officer
Lusco’s retirement is effective at the end of the year; Zusi will join the company as Lusco’s successor in January.
BIRMINGHAM, Ala. – Sept. 21 , 2023 – Regions Financial Corp. (NYSE:RF) on Thursday announced Chief Risk Officer Matt Lusco will retire at the end of 2023 following a nearly 45-year career in risk, finance, auditing, and accounting roles. Russell Zusi has been named to succeed Lusco effective Jan. 2, 2024.
| “Since joining Regions in 2011, Matt’s strategic leadership has reinforced a strong risk-management culture throughout our<br>company,” said John Turner, President and CEO of Regions Financial Corp. “As a result of his insights and experience, Regions Bank has adopted more comprehensive risk frameworks, policies, and programs. We’ve built stronger<br>risk-management teams, and all our associates understand their role in managing risks. We are deeply thankful for Matt’s contributions. With the foundation he has established, we are well positioned to continue to deliver value to all our<br>stakeholders.”<br> <br><br> <br>“Regions is operating from a position of strength, and<br>that is a testament to how our teams across the bank prioritize and carefully manage risks while ensuring we are meeting the needs of customers and responsibly innovating in the marketplace,” Lusco added. “It has been an honor to be a part<br>of the Regions leadership team and to lead our risk-management functions. I am confident Regions will continue to grow and excel. Russ Zusi is a proven leader who’s joining an incredible organization, and he will be supported by very talented<br>risk-management teams and associates throughout the company who are united in our focus on properly recognizing, assessing, and managing risks.” |  <br> <br><br> <br>Matt Lusco |
|---|---|
| Zusi joins Regions from Bank of America, where he has spent nearly 20 years in Risk Management and Finance roles, leading to his most recent<br>position as co-head of Global Compliance and Operational Risk and Global Technology and Operations Chief Risk Officer.<br> <br><br><br><br>In this role, Zusi was responsible for overseeing the company’s strategy, governance, and execution of the Compliance and Operational Risk program. He<br>prioritized comprehensive risk-management coverage and a culture of effectively managing risks, including ensuring a prudent control environment while supporting the company’s growth strategy. He also maintained strong relationships with key<br>regulators and supervisory institutions worldwide, the bank’s senior leadership team, governance committees and the board of directors.<br> <br><br><br><br>As Regions’ Chief Risk Officer, Zusi will report directly to Turner and will serve on the company’s Executive Leadership Team. His responsibilities<br>will include overseeing Regions’ company-wide risk-management functions, including Financial Risk, Non-Financial Risk, Compliance and Regulatory Risk, Enterprise Risk, Risk Initiative Management and<br>Integration, and Business Unit Risk Groups for the Corporate Banking Group, Consumer Banking Group, and Wealth Management. |  <br> <br><br> <br>Russ Zusi |
| --- | --- |
“Risk management is a foundational element of our business at Regions,” Turner said. “It’s a strategic priority and a fundamental part of our culture. Our industry is currently operating in a fast-changing and complex environment with new and emerging challenges and opportunities. Russ understands the crucial role of effective risk management, and we are pleased to welcome his experience and insights.”
“Regions has built a solid reputation as a financial institution that’s dedicated to responsible growth and thoughtful, comprehensive risk management,” Zusi added. “I look forward to joining Regions and collaborating with teams across the company on ways to consistently evolve and enhance risk management while striving to exceed the expectations of all stakeholders.”
Zusi graduated from Cornell University with a Bachelor of Science in Operations Research and Industrial Engineering and a Master of Business Administration. He serves as a board member and head of the finance committee for LIFESPAN, a nonprofit supporting people with disabilities.
About Regions Financial Corporation
Regions Financial Corporation (NYSE:RF), with $156 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 1,250 banking offices and more than 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.