First Horizon (NYSE: FHN) shifts director retirement rules to guidelines
Rhea-AI Filing Summary
First Horizon Corporation reports that its Board of Directors unanimously approved amendments to Article Seven of the company’s Bylaws on July 27, 2026, effective immediately. The change deletes Section 7.1 and renumbers the remaining section in Article Seven.
Provisions in former Section 7.1, which described conditions under which directors would retire or be expected to tender their resignation, have been moved without substantive change into the company’s Corporate Governance Guidelines. The fully amended and restated Bylaws are provided in Exhibit 3.1.
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8-K Event Classification
2 items: 5.03, 9.01
2 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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Terms
Bylaws, Corporate Governance Guidelines, Emerging growth company, Non-Cumulative Perpetual Preferred Stock
4 terms
Bylaws regulatory
"approved amendments to Article Seven of the Bylaws of First Horizon Corporation"
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.
Corporate Governance Guidelines regulatory
"provisions have been moved, without any substantive changes, to First Horizon Corporation’s Corporate Governance Guidelines"
A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Non-Cumulative Perpetual Preferred Stock financial
"Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series E"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What bylaw change did First Horizon (FHN) make on July 27, 2026?
First Horizon’s Board unanimously amended Article Seven of the Bylaws on July 27, 2026. The change deletes Section 7.1 and moves its director retirement and resignation provisions, unchanged, into the company’s Corporate Governance Guidelines for board oversight and reference.
How do the amended bylaws affect director retirement at First Horizon (FHN)?
The amendment removes Section 7.1 from the Bylaws but keeps its director retirement and resignation conditions intact. Those provisions are now located in First Horizon’s Corporate Governance Guidelines, rather than in the formal Bylaws, with no stated substantive changes.
Were there substantive changes to director resignation rules at First Horizon (FHN)?
No substantive changes are described for the director retirement and resignation provisions. The company states that former Section 7.1’s provisions were moved to the Corporate Governance Guidelines “without any substantive changes,” indicating only a relocation in governance documents.
Where can investors find the updated bylaws of First Horizon (FHN)?
The fully amended and restated Bylaws of First Horizon Corporation are included as Exhibit 3.1. This exhibit contains the complete text of Article Seven as amended on July 27, 2026, reflecting the deletion of Section 7.1 and renumbering of the remaining section.
When did First Horizon’s (FHN) amended bylaws become effective?
The Board-approved amendments to First Horizon’s Bylaws, including deletion of Section 7.1 in Article Seven, became effective immediately on July 27, 2026. The effective date aligns with the Board’s unanimous approval of the changes on that same day.
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
July 28, 2026 (July 27, 2026 )
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 E | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series F | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series H | ||||||||
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 July 27, 2026, the Board of Directors unanimously approved amendments to Article Seven of the Bylaws of First Horizon Corporation (as amended, the “Bylaws”), effective immediately. Specifically, the amendments deleted Section 7.1 of the Bylaws in its entirety and, as a result, renumbered the subsequent section of Article Seven. Section 7.1 specified certain conditions under which directors would be retired, or would be expected to tender their resignation, from the Board of Directors; these provisions have been moved, without any substantive changes, to First Horizon Corporation’s Corporate Governance Guidelines.
The complete text of the Bylaws, as amended, is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
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 July 27, 2026 | ||||||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | ||||||||||
 | 2 | FORM 8-K CURRENT REPORT 7/28/2026 | ||||||
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) | |||||||||||||||||
| July 28, 2026 | By: | /s/ Shannon M. Hernandez | |||||||||||||||
| Shannon M. Hernandez | |||||||||||||||||
| Senior Vice President, Assistant General Counsel and Corporate Secretary | |||||||||||||||||
| 3 | FORM 8-K CURRENT REPORT 7/28/2026 | ||||||