First Horizon Corporation filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$FHN
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 8-K
_____________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
January 30, 2025 (January 27, 2025 )
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(Registrant's telephone number, including area code) (901 ) 523-4444
(Former name or former address, if changed since 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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Exchange on which Registered | ||||||
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| a share of Non-Cumulative Perpetual Preferred Stock, Series B | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series C | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series E | ||||||||
| a share of Non-Cumulative Perpetual Preferred Stock, Series F | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Director
On January 27, 2025, the Boards of Directors (singly or collectively, the “Board”) of First Horizon Corporation (“FHN”) and of FHN's subsidiary First Horizon Bank (the “Bank”) elected Jeffrey J. Brown to the Board, effective immediately. Mr. Brown will stand for election to the Board of FHN by FHN's shareholders at FHN’s 2025 annual meeting.
Mr. Brown, age 51, is the President of Hendrick Automotive Group, LLC, a privately held automotive retail organization, Charlotte, North Carolina. Prior to January 2024, Mr. Brown served as the Chief Executive Officer and a member of the board of directors of Ally Financial Inc. for nine years. Before he became Ally Financial’s CEO, he had held various leadership positions with the company, including President and Chief Executive Officer of Dealer Financial Services, Executive Vice President of Finance and Corporate Planning, and Corporate Treasurer. He also served as Corporate Treasurer of Bank of America prior to joining Ally Financial. Mr. Brown also served four years as a representative of the Federal Advisory Council, including serving as President of the Council during 2021.
There are no arrangements or understandings between Mr. Brown and any other person concerning his selection to be elected to the Board.
Mr. Brown has been appointed to the Compensation, Executive, and Risk Committees of the Board.
FHN, the Bank and the subsidiaries of each, as applicable, have entered into lending transactions and/or other banking or financial services transactions in the ordinary course of business with FHN’s executive officers, directors, nominees, their immediate family members and affiliated entities, and the persons of which FHN is aware that beneficially own more than five percent of FHN's common stock, and FHN expects to have such transactions in the future. Such transactions were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to FHN, and did not involve more than the normal risk of collectability or present other unfavorable features.
Mr. Brown will be eligible to participate in FHN’s active compensation plans and programs for non-employee directors. Additional information concerning FHN’s plans and programs for non-employee directors is provided in the following previously-filed material, all of which is incorporated into this item by reference: the Director Compensation section of FHN’s proxy statement for the 2024 annual meeting of shareholders appearing on pages 29-33; FHN’s Director Compensation Policy, filed as Exhibit 10.1 to FHN’s Quarterly Report on Form 10-Q for the period ended June 30, 2024; and a description of other compensation and benefit arrangements for non-employee directors, filed as Exhibit 10.8(b) to FHN’s Annual Report on Form 10-K for the year 2020.
Director Retirement
On January 27, 2025, Harry V. Barton, Jr., age 70, informed FHN that he will retire from the Board effective when directors are elected at the 2025 annual meeting of shareholders. Mr. Barton has served on the Board since FHN's merger of equals with IBERIABANK Corporation ("IBKC") in 2020. Mr. Barton was a director of IBKC from 1993 to 2020. Mr. Barton has not informed FHN of any disagreement with management on any matter.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment of Bylaws
On January 27, 2025, the Board of Directors unanimously approved amendments to Section 3.2 of the Bylaws of First Horizon Corporation, effective immediately. As amended, that Section provides that the Board of Directors consists of fourteen members (increased from thirteen) until directors are elected at the 2025 annual meeting of shareholders; after that election, the Board of Directors will consist of thirteen members. The 2025 annual meeting currently is scheduled for April 29, 2025.
 | 2 | FORM 8-K CURRENT REPORT 1/27/2025 | ||||||
ITEM 9.01. Financial Statements and Exhibits
The following exhibits are filed herewith:
| Exhibit # | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |||||||
| 3 | FORM 8-K CURRENT REPORT 1/27/2025 | ||||||
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 CORPORATION | |||||||||||||||||
| (Registrant) | |||||||||||||||||
| January 30, 2025 | By: | /s/ Shannon M. Hernandez | |||||||||||||||
| Shannon M. Hernandez | |||||||||||||||||
| Senior Vice President, Assistant General Counsel and Corporate Secretary | |||||||||||||||||
| 4 | FORM 8-K CURRENT REPORT 1/27/2025 | ||||||