First Horizon Corp. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on April 27 and April 28, 2026, for First Horizon Corporation, a Tennessee-based financial institution. The filing details corporate governance changes, specifically an amendment to the Bylaws and the results of the 2026 Annual Meeting of Shareholders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses on corporate actions rather than financial performance data.
Material Changes and Corporate Actions
- Bylaw Amendment: On April 27, 2026, the Board amended Section 3.2 of the Bylaws. The Board size is set at fourteen members until the 2026 Annual Meeting, after which it will consist of twelve members.
- Preferred Stock Redemption: On April 1, 2026, all shares of Series C Preferred Stock were called for redemption effective May 1, 2026. This action results in the suspension from trading and delisting of the related Series C Depositary Shares.
Annual Meeting Results and Governance
On April 28, 2026, shareholders voted on three items at the Annual Meeting:
- Election of Directors: All twelve nominees were elected. Notable vote counts included significant "For" votes for all candidates, with varying levels of "Against" votes (e.g., John C. Compton received 25,054,353 "Against" votes; John W. Dietrich received 26,765,284 "Against" votes).
- Executive Compensation: The advisory resolution to approve executive compensation was approved with 347,428,236 votes "For" and 10,741,227 votes "Against".
- Auditor Ratification: The appointment of KPMG LLP as the independent auditor was ratified with 364,384,172 votes "For" and 36,722,784 votes "Against".
Investor Verification Checklist
- Verify the effective date and terms of the Series C Preferred Stock redemption scheduled for May 1, 2026.
- Confirm the transition of the Board of Directors from fourteen to twelve members following the Annual Meeting.
- Review the specific reasons for the "Against" votes on certain director nominees and the executive compensation proposal.
- Check the delisting status of Series C Depositary Shares on the New York Stock Exchange.