Business Context and Reporting Period
This Form 8-K Current Report from First Horizon Corporation (FHN) covers the 2025 Annual Meeting of Shareholders held on April 29, 2025. The filing details the voting results for three specific matters submitted to security holders.
Key Financial Metrics
This filing is a corporate governance report and does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Voting Results
The filing reports the outcomes of three shareholder votes. All items were approved or ratified.
Vote Item 1: Election of Directors
Outcome: All 12 nominees were elected.
- Total Votes Cast: Approximately 438 million shares voted (excluding broker non-votes).
- Notable "Against" Votes:
- John C. Compton: 32,365,053 votes against.
- John W. Dietrich: 32,030,977 votes against.
- Vicki R. Palmer: 9,192,061 votes against.
- Colin V. Reed: 9,629,535 votes against.
- Broker Non-Votes: 44,538,266 shares for all nominees.
Vote Item 2: Advisory Resolution on Executive Compensation
Outcome: Approved.
- For: 382,222,904
- Against: 11,118,155
- Abstain: 787,778
- Broker Non-Votes: 44,538,266
Vote Item 3: Ratification of Auditor
Outcome: Ratified (KPMG LLP).
- For: 405,592,968
- Against: 32,790,297
- Abstain: 283,837
- Broker Non-Votes: None reported.
Guidance, Outlook, and Risks
This filing does not provide management commentary, financial guidance, outlook, or risk factors. It is strictly a report of the voting results from the annual meeting.
Investor Verification Checklist
- Director Support Levels: Verify the specific "against" vote percentages for John C. Compton and John W. Dietrich, as they received significantly higher dissent compared to other nominees.
- Executive Compensation Sentiment: Review the 11.1 million "against" votes on the Say-on-Pay resolution to gauge shareholder sentiment regarding executive pay.
- Auditor Dissent: Note the 32.8 million "against" votes for the ratification of KPMG LLP, which represents a notable level of dissent for an auditor ratification.
- Broker Non-Votes: Confirm the impact of the 44.5 million broker non-votes on the total voting power for director elections versus the other advisory items.