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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 23, 2019

 

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:

 

Written communications 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))

 

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

 

(a) & (b) Voting Results for 2019 Annual Meeting

 

On April 23, 2019, First Horizon held its annual meeting of shareholders. 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
Kenneth A. Burdick 260,163,868 1,489,195 279,348 32,272,468
John C. Compton 242,585,090 19,083,380 263,941 32,272,468
Wendy P. Davidson 260,606,502 1,052,869 273,040 32,272,468
Mark A. Emkes 241,300,602 20,434,104 197,705 32,272,468
Peter N. Foss 259,931,876 1,738,242 262,294 32,272,468
Corydon J. Gilchrist 243,953,084 17,714,689 264,639 32,272,468
D. Bryan Jordan 241,582,882 19,828,104 521,426 32,272,468
Scott M. Niswonger 244,823,891 16,848,261 260,260 32,272,468
Vicki R. Palmer 241,366,085 20,378,002 188,325 32,272,468
Colin V. Reed 240,587,432 21,087,629 257,351 32,272,468
Cecelia D. Stewart 259,617,963 2,126,278 188,170 32,272,468
Rajesh Subramaniam 259,525,490 2,113,817 293,105 32,272,468
R. Eugene Taylor 259,295,018 2,439,395 197,999 32,272,468
Luke Yancy III 240,734,314 20,545,405 652,693 32,272,468

 

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 2019 Proxy Statement 253,408,822 6,950,603 1,572,986 32,272,468

 

Vote Item 3: Ratification of Appointment of Auditors

Outcome: Ratified

Auditor For Against Abstain Broker Non-vote
KPMG LLP 277,911,176 15,941,756 351,947 0

 

(c) & (d) Not applicable.

* * * * *

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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 24, 2019 By: /s/ Clyde A. Billings, Jr.
    Senior Vice President, Assistant
    General Counsel, and Corporate Secretary

 

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