8-K

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): June 21, 2022

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On June 21, 2022, the Board of Directors (the “Board”) of Regions Financial Corporation (“Regions” or the “Company”) appointed Mark A. Crosswhite, Noopur Davis and J. Thomas Hill to the Board, such appointment to be effective on July 1, 2022. Mr. Crosswhite, Ms. Davis and Mr. Hill were also appointed to serve as members of the Board of Directors of the Company’s wholly owned subsidiary, Regions Bank (together with the Board, the “Boards”), also to be effective on July 1, 2022.

Mr. Crosswhite, 59, is chairman, president and chief executive officer of Alabama Power Company, a Southern Company subsidiary headquartered in Birmingham, Alabama, that provides electric service to 1.5 million customers. Ms. Davis, 60, is corporate executive vice president and chief information security and product privacy officer for Comcast, a Fortune 30 media and technology company. Mr. Hill, 63, is chairman of the board, president and chief executive officer of Vulcan Materials Company, the nation’s largest producer of construction aggregates and a major producer of aggregates-based construction materials.

The appointments increase the size of the Boards to fourteen (14) members. Mr. Crosswhite will serve on the Audit Committee and the Nominating and Corporate Governance Committee of the Boards; Ms. Davis will serve on the Risk Committee and the Technology Committee of the Boards; and Mr. Hill will serve on the Compensation and Human Resources Committee and the Risk Committee of the Boards.

The Boards affirmatively determined that each of Mr. Crosswhite, Ms. Davis and Mr. Hill 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 each was appointed to the positions described above. Additionally, there are no related person transactions involving Mr. Crosswhite, Ms. Davis or Mr. Hill that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Mr. Crosswhite, Ms. Davis and Mr. Hill will each receive customary fees and equity awards from the Company for serving as a Director in accordance with Regions’ Director Compensation Program. Under the Director Compensation Program, the Boards approved a grant to each of Mr. Crosswhite, Ms. Davis and Mr. Hill of restricted stock units under the Regions 2015 Long Term Incentive Plan, to be made as of July 1, 2022, with a grant date value equal to $108,333, 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 2023 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.

On June 21, 2022, the Company issued a press release announcing the appointments of Mr. Crosswhite, Ms. Davis and Mr. Hill to the Boards. The press release is attached hereto as Exhibit 99.1.

(d) Exhibits.

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.

Date: June 21, 2022

EX-99.1

Exhibit 99.1

Three New Members Appointed to the Boards of Regions Financial Corp. and Regions Bank

Mark Crosswhite, Noopur Davis and Tom Hill assume new leadership roles effective July 1.

BIRMINGHAM, Ala. – June 21 , 2022 – Regions Financial Corp. (NYSE:RF) on Tuesday announced three new members have been appointed to the boards of Regions Financial Corp. and its subsidiary, Regions Bank: Mark Crosswhite, Noopur Davis and J. Thomas (Tom) Hill. With the addition of Crosswhite, Davis and Hill, Regions will increase to a 14-member board, which will, as of July 1, 2022, consist of 13 independent outside directors.

“Our three new directors bring a diverse range of skills, experience and perspectives that will further position Regions for continued growth,” said Charles McCrary, chair of the Regions Financial Corp. and Regions Bank boards. “From extensive experience as sitting CEOs of large companies, to deep knowledge on the technology and cybersecurity front, the input provided from these new members will be invaluable to our boards. Each member will have a key role in oversight and governance as Regions continues its mission to create shared value for our customers, communities, associates and shareholders.”

Mark Crosswhite is chairman, president and chief executive officer of Alabama Power Company, a Southern Company subsidiary headquartered in Birmingham, Ala., that provides electric service to 1.5 million customers. As an Alabama native and resident, Crosswhite has a strong connection to Regions’ markets and headquarters city. He is chairman of the boards of the Economic Development Partnership of Alabama and Prosper Birmingham. He also serves on numerous corporate, civic and nonprofit boards, including the boards of Nuclear Electric Insurance Limited and the UAB Health System. Crosswhite is also a member of the President’s Cabinet of the University of Alabama. In addition, Crosswhite serves on the Council on Competitiveness and the President’s Advisory Council for the Freshwater Land Trust. Crosswhite earned a bachelor’s degree in 1984 from the University of Alabama in Huntsville and a J.D. degree in 1987 from the University of Alabama School of Law.

Noopur Davis is corporate executive vice president and chief information security and product privacy officer for Comcast, a Fortune 30 media and technology company. She leads teams responsible for product security and privacy, cloud security, information and infrastructure security, cybersecurity risk, security engineering, security incident response, the legal response center and technical fraud. Davis holds a bachelor’s degree in Electrical Engineering from Auburn University and a master’s degree in Computer Science from the University of Alabama in Huntsville. She is a member of several trade associations and serves on the Board of Directors of Entrust, Board of Advisors of Immersive Labs and the Board of Directors of the National Technology Security Coalition. Davis also serves on multiple advisory councils including Google Cloud, Amazon Web Services and VMWare.

Tom Hill is **** chairman of the board, president and chief executive officer of Vulcan Materials Company, the nation’s largest producer of construction aggregates and a major producer of aggregates-based construction materials. Hill is actively involved in a number of industry trade groups and currently serves on the boards of the Birmingham Business Alliance and the Economic Development Partnership of Alabama. He has previously served on the boards of the U.S. Chamber of Commerce and the United Way of Central Alabama. He is a graduate of the University of Pittsburgh and the Wharton School of Business, Executive Management Program.

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. Board committees play a vital role in that process. Crosswhite will serve on the Audit and the Nominating & Corporate Governance committees; Davis will serve on the Risk and Technology committees; and Hill will serve on the Compensation & Human Resources and Risk committees.

The boards have adopted comprehensive Corporate Governance Principles to guide oversight and independent governance.

“The Corporate Governance Principles affirm the boards will seek members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity to ensure the boards maintain an appropriate mix of skills and characteristics to meet the needs of Regions and the people served by the company,” said Ruth Ann Marshall, chair of the Nominating & Corporate Governance Committee. “The addition of Mark, Noopur and Tom reflects those principles, and I look forward to their contributions.”

About Regions Financial Corporation

Regions Financial Corporation (NYSE:RF), with $164 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 approximately 1,300 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.