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Regions Financial (NYSE: RF) investors approve key charter and by-law votes

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8-K

Rhea-AI Filing Summary

Regions Financial Corporation reported results of its 2026 Annual Meeting, where shareholders approved several amendments to its Certificate of Incorporation and By-Laws. Key changes include eliminating certain supermajority voting requirements, removing some business combination restrictions, and limiting the liability of certain officers as allowed under Delaware law.

Shareholders also elected 13 directors to one-year terms, gave advisory approval to the executive compensation program, and ratified Ernst & Young LLP as independent auditor for fiscal year 2026. They did not approve miscellaneous charter updates or a shareholder proposal that would have allowed holders of at least 10% of stock to call special meetings.

Positive

  • None.

Negative

  • None.
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.
Say-on-pay support 609,234,304 votes for Advisory approval of executive compensation program at 2026 Annual Meeting
Auditor ratification votes for 704,155,225 votes for Ratification of Ernst & Young LLP for fiscal year 2026
Votes for eliminating supermajority requirements 645,648,258 votes for Charter amendment removing certain supermajority voting requirements (Proposal 4)
Votes for eliminating business combination restrictions 645,300,139 votes for Charter amendment on business combination restrictions and related standard (Proposal 5)
Votes for limiting certain officer liability 540,712,427 votes for Charter amendment to limit liability of certain officers (Proposal 6)
Votes for 10% special-meeting proposal 284,758,029 votes for Shareholder proposal on special shareholder meetings (Proposal 8) not approved
Example director vote total 648,213,929 votes for Election of director Alison S. Rand (Proposal 1)
supermajority voting requirements financial
"the Charter Amendments (a) eliminate certain supermajority voting requirements"
business combination restrictions financial
"eliminate certain business combination restrictions and related supermajority voting requirements"
Delaware General Corporation Law regulatory
"limit the liability of certain officers to the fullest extent permitted by the Delaware General Corporation Law"
A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.
non-cumulative perpetual preferred stock financial
"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.
executive compensation program financial
"approved Regions’ executive compensation program"
A plan that determines how top managers are paid and rewarded, typically combining salary, bonuses, stock grants or options, and long-term incentive awards. Investors care because this pay package both affects a company’s costs and signals whether executives’ incentives are aligned with shareholder interests—like setting a coach’s bonus to team wins, it can motivate performance or create risky behavior if structured poorly.
broker non-votes financial
"Broker Non-Votes 540,712,427 | 109,883,238 | 1,488,369 | 96,019,464"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Understanding 8-K Material Events →
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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): May 6, 2026
 REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-34034 63-0589368
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueRFNew 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 CRF PRCNew York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
4.45% Non-Cumulative Perpetual Preferred Stock, Series ERF PRENew York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
Non-Cumulative Perpetual Preferred Stock, Series FRF PRFNew 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting of Shareholders held by Regions Financial Corporation (“Regions” or the “Company”) on May 6, 2026 (the “2026 Annual Meeting”), the Company’s shareholders approved certain amendments (the “Charter Amendments”) to the Company’s Certificate of Incorporation (the “Charter”). As further described in proposals 4 to 6 of the Company’s definitive proxy statement filed on March 23, 2026 (the “Proxy Statement”), the Charter Amendments (a) eliminate certain supermajority voting requirements (the “Supermajority Amendment”), (b) eliminate certain business combination restrictions and related supermajority voting requirements, and (c) limit the liability of certain officers to the fullest extent permitted by the Delaware General Corporation Law. The Charter Amendments became effective upon the filing of a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 11, 2026.

In connection with the Charter Amendments, the Board approved certain amendments (the “By-Law Amendments”) to the Company’s By-Laws (as so amended and restated, the “Amended By-Laws”) consistent with the Supermajority Amendment. The Amended By-Laws provide, in part, that the By-Laws may be amended at any annual or special meeting of shareholders by the affirmative vote of a majority in voting power of the stock issued and outstanding and entitled to vote thereon. The Amended By-Laws became effective on May 6, 2026.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Amended By-Laws, a copy of which is filed as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated by reference herein.

Item 5.07    Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, Regions’ shareholders elected each of Regions’ 13 Director nominees; approved Regions’ executive compensation program; ratified the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for fiscal year 2026; approved proposals 4 to 6 related to the Charter Amendments as detailed above; did not approve a proposal related to certain miscellaneous and technical amendments to the Charter; and did not approve the shareholder proposal relating to special shareholder meetings. An archived recording of the 2026 Annual Meeting will be available for a limited time on Regions’ website at ir.regions.com/governance/annual-meeting-of-shareholders.

The following summarizes each of the proposals presented to shareholders, as well as their responsive votes cast. The full text of each proposal is included in Regions’ Proxy Statement.

Proposal 1 — Election of Directors.

Each of Regions’ 13 Director nominees, listed below, was elected to serve as a Director of Regions for a term of one year, which will expire at the 2027 Annual Meeting of Shareholders, and until their successors are duly elected and qualified, or their earlier retirement, resignation, or removal. As to each Director nominee’s election, shareholders voted as follows:

ForAgainstAbstainBroker Non-Votes
Mark A. Crosswhite643,532,0267,559,074992,93496,019,464
Noopur Davis647,288,5903,761,0431,034,40196,019,464
Zhanna Golodryga647,015,2104,044,4831,024,34196,019,464
J. Thomas Hill642,845,5348,217,4341,021,06696,019,464
Roger W. Jenkins647,927,6983,201,403954,93396,019,464
Joia M. Johnson618,809,00631,902,1711,372,85796,019,464
Ruth Ann Marshall614,097,29637,022,388964,35096,019,464
Alison S. Rand648,213,9292,923,625946,48096,019,464
William C. Rhodes, III646,928,2434,161,436994,35596,019,464
Lee J. Styslinger, III639,702,69111,420,709960,63496,019,464
José S. Suquet644,950,4626,124,5141,009,05896,019,464
John M. Turner, Jr.609,835,72541,195,7761,052,53396,019,464
Timothy Vines646,878,1884,240,013965,83396,019,464



Proposal 2 — Advisory Approval of Executive Compensation.

Regions’ executive compensation program received annual advisory approval from shareholders. As to this advisory approval, shareholders voted as follows:

ForAgainstAbstainBroker Non-Votes
609,234,30439,891,0382,958,69296,019,464

Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm.

Shareholders ratified the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for fiscal year 2026. As to this ratification, shareholders voted as follows:

ForAgainstAbstainBroker Non-Votes
704,155,22542,885,7141,062,5590

Proposal 4 — Approval of Amendment to Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements.

Shareholders approved amendments to the Charter to eliminate certain supermajority voting requirements. As to this proposal, shareholders voted as follows:

ForAgainstAbstainBroker Non-Votes
645,648,2584,714,3871,721,38996,019,464

Proposal 5 — Approval of Amendment to Certificate of Incorporation to Eliminate Certain Business Combination Restrictions and Related Supermajority Voting Standard.

Shareholders approved amendments to the Charter to eliminate certain business combination restrictions in the Charter and to eliminate the supermajority voting standard concerning certain business combinations under Section 203 of the Delaware General Corporation Law. As to this proposal, shareholders voted as follows:

ForAgainstAbstainBroker Non-Votes
645,300,1394,960,6211,823,27496,019,464

Proposal 6 — Approval of Amendment to Certificate of Incorporation to Limit Certain Liability of Officers as Permitted by Delaware Law.

Shareholders approved amendments to the Charter to limit the liability of certain officers to the fullest extent permitted by the Delaware General Corporation Law. As to this proposal, shareholders voted as follows:

ForAgainstAbstainBroker Non-Votes
540,712,427109,883,2381,488,36996,019,464

Proposal 7 — Approval of Amendment to Certificate of Incorporation to Implement Other Miscellaneous Changes.

Shareholders did not approve amendments to the Charter to implement certain other miscellaneous changes to update and modernize the Company’s Charter. As to this proposal, shareholders voted as follows:

ForAgainstAbstainBroker Non-Votes
622,953,15727,076,0652,054,81296,019,464



Proposal 8 — Shareholder Proposal Relating to Special Shareholder Meeting.

Shareholders did not approve a shareholder proposal related to the ability of shareholders collectively owning at least 10% of the Company’s stock to call special meetings. As to this proposal, shareholders voted as follows:

ForAgainstAbstainBroker Non-Votes
284,758,029363,915,3573,410,64896,019,464

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description of Exhibit
3.1  
Certificate of Amendment to Certificate of Incorporation of Regions Financial Corporation, effective as of May 11, 2026.
3.2  
By-Laws of Regions Financial Corporation, as amended and restated May 6, 2026.
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.









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: May 11, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did Regions Financial (RF) shareholders approve at the 2026 Annual Meeting?

Shareholders approved charter amendments eliminating certain supermajority voting requirements, removing some business combination restrictions, and limiting the liability of certain officers to the fullest extent permitted by Delaware law. Related By-Law amendments now allow changes by a majority in voting power at shareholder meetings.

How did Regions Financial (RF) shareholders vote on executive compensation in 2026?

Regions’ executive compensation program received advisory approval, with 609,234,304 votes for, 39,891,038 against, and 2,958,692 abstentions. There were 96,019,464 broker non-votes. This non-binding vote supports the company’s existing compensation structure for its executives.

Which auditor did Regions Financial (RF) shareholders ratify for fiscal year 2026?

Shareholders ratified Ernst & Young LLP as Regions’ independent registered public accounting firm for fiscal year 2026, with 704,155,225 votes for, 42,885,714 against, and 1,062,559 abstentions. There were no broker non-votes recorded for this proposal.

What happened to the Regions Financial (RF) shareholder proposal on special shareholder meetings?

Shareholders did not approve the proposal to allow investors collectively owning at least 10% of Regions’ stock to call special meetings. The vote was 284,758,029 for, 363,915,357 against, and 3,410,648 abstentions, with 96,019,464 broker non-votes recorded.

Did Regions Financial (RF) shareholders approve all proposed charter amendments in 2026?

Shareholders approved charter amendments eliminating certain supermajority requirements, business combination restrictions, and limiting officer liability. They did not approve separate amendments intended to implement miscellaneous changes to update and modernize the charter, which received 622,953,157 votes for and 27,076,065 against.

How were Regions Financial (RF) directors elected at the 2026 Annual Meeting?

All 13 director nominees were elected to one-year terms expiring at the 2027 Annual Meeting. Each nominee received more votes for than against; for example, Alison S. Rand received 648,213,929 for, 2,923,625 against, and 946,480 abstentions, plus 96,019,464 broker non-votes.

Filing Exhibits & Attachments

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