Shareholders back board and pay at First Horizon (NYSE: FHN)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
First Horizon Corporation reported governance updates from its late April 2026 meetings. The board amended the Bylaws so that it will have fourteen directors until the 2026 annual meeting, then twelve thereafter. At the annual meeting, shareholders elected all twelve director nominees.
Shareholders also approved the advisory resolution on executive compensation and ratified the appointment of KPMG LLP as independent auditor. The company noted that all Series C Preferred Stock was previously called for redemption effective May 1, 2026, which will also redeem and delist the related Series C Depositary Shares.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.03, 5.07, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size after 2026 meeting: 12 directors
Board size until 2026 meeting: 14 directors
Say-on-pay support: 347,428,236 votes for
+4 more
7 metrics
Board size after 2026 meeting
12 directors
Bylaws amended April 27, 2026
Board size until 2026 meeting
14 directors
Bylaws amended April 27, 2026
Say-on-pay support
347,428,236 votes for
Advisory compensation vote at 2026 annual meeting
Say-on-pay opposition
10,741,227 votes against
Advisory compensation vote at 2026 annual meeting
Auditor ratification for KPMG
364,384,172 votes for
Ratification of KPMG LLP as auditor
Auditor ratification opposition
36,722,784 votes against
Ratification of KPMG LLP as auditor
Example director support
357,518,842 votes for
Election of director nominee Jeffrey J. Brown
Key Terms
Bylaws, broker non-vote, advisory resolution, Non-Cumulative Perpetual Preferred Stock, +1 more
5 terms
Bylaws regulatory
"the Board of Directors unanimously approved an amendment to Section 3.2 of the Bylaws"
Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.
broker non-vote financial
"the number of abstentions and broker non-votes as to each such matter or nominee"
advisory resolution financial
"Advisory resolution to approve compensation of certain executive officers"
Non-Cumulative Perpetual Preferred Stock financial
"a share of Non-Cumulative Perpetual Preferred Stock, Series C"
Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.
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)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(Registrant's telephone number, including area code) (901 ) 523-4444
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Exchange on which Registered | ||||||
| | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series C | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series E | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series F | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series H | ||||||||
*On April 1, 2026, all shares of Series C Preferred Stock were called for redemption effective May 1, 2026. That redemption will result in the redemption, suspension from trading, and delisting of the related Series C Depositary Shares.
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. o
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment of Bylaws
On April 27, 2026, the Board of Directors unanimously approved an amendment to Section 3.2 of the Bylaws of First Horizon Corporation (as amended, the “Bylaws”), effective immediately. As amended, Section 3.2 provides that the Board of Directors shall consist of fourteen members until directors are elected at the 2026 annual meeting of shareholders (the “Annual Meeting”) and thereafter shall consist of twelve members.
The foregoing summary of the amendment made to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On April 28, 2026, First Horizon Corporation (“First Horizon”) held its Annual Meeting. At the Annual Meeting, three vote items were acted upon by the shareholders. The number of votes cast for or against as to each such matter or nominee, and the number of abstentions and broker non-votes as to each such matter or nominee, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share.
VOTE ITEM 1
ELECTION OF DIRECTORS
Outcome: All Nominees were Elected
| Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||||||||
| Jeffrey J. Brown | 357,518,842 | 963,213 | 244,942 | 42,572,530 | ||||||||||||||||||||||||||||
| Velia Carboni | 355,566,283 | 2,917,336 | 243,377 | 42,572,530 | ||||||||||||||||||||||||||||
| John C. Compton | 333,435,347 | 25,054,353 | 237,296 | 42,572,530 | ||||||||||||||||||||||||||||
| Wendy P. Davidson | 355,600,607 | 2,891,187 | 235,203 | 42,572,530 | ||||||||||||||||||||||||||||
| John W. Dietrich | 331,737,454 | 26,765,284 | 224,259 | 42,572,530 | ||||||||||||||||||||||||||||
| D. Bryan Jordan | 350,736,315 | 7,716,006 | 274,676 | 42,572,530 | ||||||||||||||||||||||||||||
| J. Michael Kemp, Sr. | 353,966,657 | 4,420,855 | 339,484 | 42,572,530 | ||||||||||||||||||||||||||||
| Rick E. Maples | 356,805,040 | 1,675,377 | 246,580 | 42,572,530 | ||||||||||||||||||||||||||||
| Sital K. Mody | 356,909,609 | 1,476,480 | 340,907 | 42,572,530 | ||||||||||||||||||||||||||||
| Michael L. Moehn | 355,559,899 | 2,881,444 | 285,653 | 42,572,530 | ||||||||||||||||||||||||||||
| Vicki R. Palmer | 343,583,986 | 14,916,094 | 226,915 | 42,572,530 | ||||||||||||||||||||||||||||
| Cecelia D. Stewart | 357,714,996 | 776,857 | 235,143 | 42,572,530 | ||||||||||||||||||||||||||||
VOTE ITEM 2
ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
Outcome: Approved
| Details | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
| Advisory resolution to approve compensation of certain executive officers as described in the 2026 Proxy Statement | 347,428,236 | 10,741,227 | 557,533 | 42,572,530 | ||||||||||||||||||||||
 | 2 | FORM 8-K CURRENT REPORT 4/29/2025 | ||||||
VOTE ITEM 3
RATIFICATION OF APPOINTMENT OF AUDITOR
Outcome: Ratified
| Auditor | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
| KPMG LLP | 364,384,172 | 36,722,784 | 192,570 | — | ||||||||||||||||||||||
ITEM 9.01. Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are filed herewith:
| Exhibit # | Description | ||||||||||
| 3.1 | Bylaws of First Horizon Corporation, as amended and restated effective April 27, 2026 | ||||||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | ||||||||||
| 3 | FORM 8-K CURRENT REPORT 4/29/2025 | ||||||
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.
| FIRST HORIZON CORPORATION | |||||||||||||||||
| (Registrant) | |||||||||||||||||
| April 29, 2026 | By: | /s/ Shannon M. Hernandez | |||||||||||||||
| Shannon M. Hernandez | |||||||||||||||||
| Senior Vice President, Assistant General Counsel and Corporate Secretary | |||||||||||||||||
| 4 | FORM 8-K CURRENT REPORT 4/29/2025 | ||||||
FAQ
How did First Horizon (FHN) change its board size in April 2026?
First Horizon’s board amended its Bylaws so it will have fourteen directors until the 2026 annual meeting, then twelve directors thereafter. This change was unanimously approved by the board and took effect immediately on April 27, 2026.
Were all First Horizon (FHN) director nominees elected at the 2026 annual meeting?
All twelve director nominees were elected. Each candidate received more votes “For” than “Against,” with Jeffrey J. Brown drawing 357,518,842 votes for and only 963,213 against, alongside 244,942 abstentions and 42,572,530 broker non-votes.
What corporate document did First Horizon (FHN) file with this 8-K?
First Horizon filed its amended and restated Bylaws as Exhibit 3.1, effective April 27, 2026. The Bylaws incorporate the revised board-size provision and provide the complete, updated governance framework referenced in the company’s disclosure.