Current Report Filing (8-k)
April 27 2016 - 4:21PM
Edgar (US Regulatory)
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 26, 2016
First
Horizon National Corporation
(Exact Name of Registrant as Specified in Charter)
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TN
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001-15185
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62-0803242
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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165 MADISON AVENUE
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MEMPHIS, TENNESSEE
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38103
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(Address of Principal Executive Office)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02.
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(e)
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Approval of Amended and Restated Executive Plans
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On April 26, 2016, the shareholders of First Horizon National
Corporation (“First Horizon”) approved amendments to First Horizon’s Equity Compensation Plan and re-approved
the Plan as amended and restated. The amendments are effective immediately. The amendments are described in First Horizon’s
2016 Proxy Statement under Vote Item 2 beginning on page 31, which description is incorporated into this item 5.02 by reference.
On April 26, 2016, the shareholders approved amendments to
First Horizon’s Management Incentive Plan and re-approved the Plan as amended and restated. The amendments are effective
immediately, and apply to the awards under the Plan which currently are outstanding. The amendments are described in First Horizon’s
2016 Proxy Statement under Vote Item 3 beginning on page 41, which description is incorporated into this item 5.02 by reference.
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ITEM 5.07.
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Submission of Matters to a Vote of Security Holders.
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(a) & (b)
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Voting Results for 2015 Annual Meeting
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On April 26, 2016, First Horizon held its annual meeting of
shareholders. At the annual meeting, five 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
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Nominee
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For
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Against
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Abstain
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Broker
Non-vote
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John
C. Compton
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180,650,695
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2,358,899
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78,132
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28,789,409
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Mark
A. Emkes
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181,220,131
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1,788,033
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79,561
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28,789,409
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Corydon
J. Gilchrist
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181,243,991
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1,715,673
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128,062
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28,789,409
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D.
Bryan Jordan
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179,841,761
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3,152,483
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93,482
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28,789,409
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R.
Brad Martin
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180,922,060
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2,075,126
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90,540
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28,789,409
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Scott
M. Niswonger
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182,438,349
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563,394
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85,983
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28,789,409
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Vicki
R. Palmer
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180,868,534
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2,019,943
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199,248
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28,789,409
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Colin
V. Reed
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181,736,495
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1,249,322
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101,909
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28,789,409
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Cecelia
D. Stewart
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181,245,533
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1,763,126
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79,067
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28,789,409
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Luke
Yancy III
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179,974,996
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2,623,034
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489,696
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28,789,409
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Vote Item 2: Approval of Equity Compensation
Plan
Outcome: Approved
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Details
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For
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Against
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Abstain
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Broker
Non-vote
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Proposal
to approve amendments to, and to re-approve as amended and restated, the Equity Compensation Plan, as described in the 2016
Proxy Statement
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178,080,630
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4,134,513
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872,582
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28,789,409
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Vote Item 3: Approval of Management
Incentive Plan
Outcome: Approved
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Details
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For
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Against
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Abstain
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Broker
Non-vote
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Proposal
to approve amendments to, and to re-approve as amended and restated, the Management Incentive Plan, as described in the 2016
Proxy Statement
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178,256,738
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3,915,459
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915,528
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28,789,409
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Vote Item 4: Advisory Resolution
to Approve Executive Compensation
Outcome: Approved
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Details
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For
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Against
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Abstain
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Broker
Non-vote
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Advisory
resolution to approve compensation of certain executive officers as described in the Proxy Statement
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178,618,621
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3,240,356
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1,228,748
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28,789,409
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Vote Item 5: Ratification of Appointment
of Auditors
Outcome: Ratified
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Auditor
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For
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Against
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Abstain
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Broker
Non-vote
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KPMG
LLP
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200,012,307
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10,736,254
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1,128,573
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0
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(c) & (d)
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Not applicable.
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On April 26, 2016, an amendment to Section 3.2 of First Horizon’s
Bylaws took effect, reducing the number of directors from eleven to ten. The amendment was approved by First Horizon’s Board
of Directors on January 26, 2016, and was reported in First Horizon’s Current Report on Form 8-K filed that date. First
Horizon’s Bylaws, as in effect following the amendment, are filed as Exhibit 3.1 to this Report.
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ITEM 9.01.
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Financial Statements and Exhibits
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(d) Exhibits. The following exhibits are incorporated by reference:
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Exhibit #
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Description
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3.1
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Bylaws, as amended and restated April 26, 2016
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10.1
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Equity Compensation Plan, as amended and restated April 26, 2016, incorporated
by reference to Appendix A to First Horizon’s Proxy Statement for its annual meeting on April 26, 2016
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10.2
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Management Incentive Plan, as amended and restated April 26, 2016, incorporated
by reference to Appendix B to First Horizon’s Proxy Statement for its annual meeting on April 26, 2016
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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.
* * * * *
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.
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First Horizon National Corporation
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(Registrant)
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Date: April 27, 2016
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By:
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/s/ Clyde A. Billings, Jr.
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Senior Vice President, Assistant
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General Counsel, and Corporate Secretary
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EXHIBIT INDEX
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Exhibit #
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Description
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3.1
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Bylaws, as amended and restated April 26, 2016
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10.1
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Equity Compensation Plan, as amended and restated April 26, 2016, incorporated
by reference to Appendix A to First Horizon’s Proxy Statement for its annual meeting on April 26, 2016
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10.2
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Management Incentive Plan, as amended and restated April 26, 2016, incorporated
by reference to Appendix B to First Horizon’s Proxy Statement for its annual meeting on April 26, 2016
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