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Section 1: 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 24, 2018

 

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

TN 001-15185 62-0803242
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification No.)

 

165 MADISON AVENUE    
MEMPHIS, TENNESSEE 38103  
(Address of Principal Executive Office) (Zip Code)  

 

Registrant’s telephone number, including area code - (901) 523-4444

 

(Former name or former address, if changed from 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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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 Restated Charter. As mentioned in Item 5.07 of this Report, at Vote Item 2, on April 24, 2018, First Horizon’s shareholders approved several technical amendments to First Horizon’s Restated Charter. The amendments were effective on April 24, 2018, when Articles of Amendment to the Restated Charter of First Horizon National Corporation was filed with the office of the Secretary of State of Tennessee. A conformed copy of the Articles of Amendment document is filed as an exhibit to this Report.

 

The amendments modernized and updated the Restated Charter in conformity with Tennessee corporate law and modern corporate practice. Specifically: Article 5 was replaced with much shorter language; Articles 7 and 8 were deleted; a statutory cross-reference in Article 10 was updated and modernized; Article 11 was replaced with much shorter language; and a statutory cross-reference in Article 14 was updated and modernized. A more detailed description of each amendment is provided in First Horizon’s 2018 Proxy Statement under “Vote Item No. 2—Vote on Technical Amendments to Modernize Our Restated Charter” appearing on pages 36 and 37, which descriptions are incorporated into this Item by reference. The text of the new and old language of the amended Articles (or portions of Articles), and the old text of the deleted Articles, is provided in Appendix B of First Horizon’s 2018 Proxy Statement, which Appendix also is incorporated into this Item by reference.

 

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

 

(a) & (b)   Voting Results for 2018 Annual Meeting

 

On April 24, 2018, First Horizon held its annual meeting of shareholders. At the annual meeting, four 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
John C. Compton 231,816,174  38,806,469 702,219 31,314,987
Mark A. Emkes 238,552,640 32,079,965 692,257 31,314,987
Peter N. Foss 263,642,564 6,996,065 686,233 31,314,987
Corydon J. Gilchrist 262,043,269 8,583,669 697,924 31,314,987
D. Bryan Jordan 266,392,115 4,239,344 693,403 31,314,987
Scott M. Niswonger 263,724,331 6,894,797 705,734 31,314,987
Vicki R. Palmer 237,661,081 33,438,348 225,433 31,314,987
Colin V. Reed 237,782,667 33,313,631 228,564 31,314,987
Cecelia D. Stewart 268,365,673 2,252,341 706,848 31,314,987
Rajesh Subramaniam 268,202,252 2,394,629 727,981 31,314,987
R. Eugene Taylor 266,981,522 3,650,171 693,169 31,314,987
Luke Yancy III 264,758,420 5,935,229 631,213 31,314,987
2

Vote Item 2: Approve Technical Updates to Corporate Charter

 

Outcome: Approved

 

Details For Against Abstain Broker Non-vote
Proposal to approve technical modernizing amendments to the First Horizon Restated Charter, as described in the 2018 Proxy Statement 270,313,939 334,917 676,006 31,314,987

 

Vote Item 3: Advisory Resolution to Approve Executive Compensation

 

Outcome: Not Approved

 

Details For Against Abstain Broker Non-vote
Advisory resolution to approve compensation of certain executive officers as described in the 2018 Proxy Statement 80,894,433 173,194,984 17,235,445 31,314,987

 

Vote Item 4: Ratification of Appointment of Auditors

 

Outcome: Ratified

 

Auditor For Against Abstain Broker Non-vote
KPMG LLP 288,232,086 13,777,989 629,774 0

 

(c) & (d)   Not applicable.

 

ITEM 8.01. Other Events

 

Statement by First Horizon Board Regarding Vote Item 3. The First Horizon Board of Directors values the views of shareholders. Members of the Compensation Committee of the Board have begun to, and intend to continue to, engage with key shareholders in 2018 to solicit constructive suggestions and to consider appropriate input going forward.

 

ITEM 9.01. Financial Statements and Exhibits

 

(d)  Exhibits

 

The following exhibit is filed herewith:

 

Exhibit # Description
   
 3.1 Conformed copy of Articles of Amendment to the Restated Charter of First Horizon National Corporation, as filed with the Tennessee Secretary of State’s office effective April 24, 2018

 

All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.

 

*  *  *  *  *

3

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 National Corporation  
  (Registrant)  
       
       
Date: April 26, 2018 By: /s/ Clyde A. Billings, Jr.    
    Senior Vice President, Assistant  
    General Counsel, and Corporate Secretary  
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Section 2: EX-3.1

Exhibit 3.1

 

ARTICLES OF AMENDMENT

 

TO THE

 

RESTATED CHARTER

 

OF

 

FIRST HORIZON NATIONAL CORPORATION

 

Under Sections 48-20-103 and 48-20-106 of the Tennessee Business Corporation Act

 

The undersigned, being a duly authorized officer of First Horizon National Corporation (the “Corporation”), acting pursuant to Sections 48-20-103 and 48-20-106 of the Tennessee Business Corporation Act, hereby certifies as follows:

 

1.The name of the Corporation is FIRST HORIZON NATIONAL CORPORATION.

 

2.The Restated Charter is hereby amended by deleting current Article 5 in its entirety and replacing it with a new Article 5, which shall read in its entirety as follows:

 

5.PURPOSES AND POWERS.

 

The Corporation is organized: to conduct one or more financial services businesses, including any and all related, ancillary, or supportive businesses; to own other companies or enterprises (or interests therein) which conduct financial services businesses, including any and all related, ancillary, or supportive businesses; to engage in any lawful act or activity for which corporations may be organized now or hereafter under the Tennessee Business Corporation Act or other statutes or law of Tennessee; and for every other lawful purpose or purposes. Except as provided otherwise in this Restated Charter, the Corporation has each and every power enumerated in or permitted now or hereafter by the statutes or law of Tennessee, and all powers ancillary thereto.

 

3.The Restated Charter is hereby amended by deleting current Articles 7 and 8 in their entirety and replacing them with the following:

 

7.[reserved]

 

8.[reserved]

 

4.The Restated Charter is hereby amended by revising the last sentence of the first paragraph of Article 10, which as revised shall read in its entirety as follows:

 

The Board of Directors shall have the authority to divide any or all such classes into series and, within the limitation of the statutes and law of Tennessee, particularly Section 48-16-102 of the Tennessee Business Corporation Act or any successor
 

provision thereto, fix and determine the relative rights and preferences of the shares of any series so established.

 

5.The Restated Charter is hereby amended by deleting current Article 11 in its entirety and replacing it with a new Article 11, which shall read in its entirety as follows:

 

 11.MANAGEMENT BY BOARD OF DIRECTORS.

 

(a)  All corporate powers shall be exercised by, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. The Board of Directors may exercise all powers conferred or permitted by the statutes or law of Tennessee.

 

(b)  Without in any way limiting any of the objects or purposes or powers of the Board of Directors, whether primary or secondary, it is hereby expressly declared and provided that the Board of Directors shall have the power to remove any director for cause, within the meaning of applicable statutes or law of Tennessee, by a vote of a majority of the entire Board of Directors.

 

 6.The Restated Charter is hereby amended by deleting current Article 14 in its entirety and replacing it with a new Article 14, which shall read in its entirety as follows:

 

 14.DIRECTOR LIABILITY.

 

No director shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) under Section 48-18-302, or any successor provision thereto, of the Tennessee Business Corporation Act.

 

 7.The foregoing amendments to the Restated Charter were authorized by the Board of Directors (at a meeting duly convened and held on January 23, 2018) and by the Board’s duly authorized and constituted committee (at a meeting duly convened and held on January 22, 2018) and duly adopted by the holders of the common stock of the Corporation (at a meeting duly convened and held on April 24, 2018).

 

 8.The foregoing amendments will be effective upon filing of the Articles of Amendment with the Secretary of State of the State of Tennessee.

 

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  FIRST HORIZON NATIONAL CORPORATION
     
     
Date:  April 24, 2018 By: /s/ Clyde A. Billings, Jr.  
    Clyde A. Billings, Jr., Corporate Secretary
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