Business Context and Reporting Period
Company: First Horizon Corporation (FHN)
Filing Type: Form 8-K (Current Report)
Date of Report: October 28, 2025 (Earliest event date: October 27, 2025)
Context: This filing reports the election of a new director and a corresponding amendment to the company's Bylaws to increase the Board size.
Key Financial Metrics
This Form 8-K does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing is strictly focused on corporate governance changes.
Material Changes
- Board Composition: The Board of Directors elected Sital K. Mody as a new director, effective October 27, 2025.
- Bylaw Amendment: Section 3.2 of the Bylaws was amended to increase the number of Board members from thirteen to fourteen.
- Committee Assignments: Mr. Mody was appointed to the Nominating and Corporate Governance Committee and the Compensation Committee.
Outlook, Risks, and Management Commentary
Management Commentary: The filing details Mr. Mody's background, noting his role as President of the Natural Gas Pipelines Group and Vice President at Kinder Morgan, Inc. It confirms no special arrangements influenced his selection.
Risks and Contingencies: The filing discloses that FHN and its subsidiaries engage in lending and financial transactions with directors and officers in the ordinary course of business. These transactions are stated to be on terms comparable to those with unrelated parties and do not involve abnormal risk of collectability.
Compensation: Mr. Mody is eligible to participate in FHN's active compensation plans for non-employee directors, with details referenced in prior proxy statements and 10-Q/10-K filings.
Investor Verification Checklist
- Verify the updated Board size of fourteen members in subsequent governance filings.
- Review the referenced 2025 Proxy Statement (pages 28-31) for specific director compensation details applicable to Mr. Mody.
- Confirm the absence of any undisclosed related-party transaction risks associated with the new director's background in the energy sector.
- Note that no financial performance data is available in this specific filing; refer to the most recent 10-Q or 10-K for financial metrics.