secwatch / observer
8-K filed May 11, 2026, 4:58 PM ET ticker RF CIK 0001281761
other confidence high sentiment neutral materiality 0.25

Regions shareholders approve charter amendments eliminating supermajority votes, officer liability limits

REGIONS FINANCIAL CORP

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

REGIONS FINANCIAL CORP: Shareholders approved amendments to the Certificate of Incorporation to eliminate certain supermajority voting requirements, eliminate business combination restrictions, and limit officer liability (effective 2026-05-11).

Change
charter amendment
Effective
2026-05-11
Exact text from the filing
At the Annual Meeting of Shareholders held by Regions Financial Corporation (“Regions” or the “Company”) on May 6, 2026 (the “2026 Annual Meeting”), the Company’s shareholders approved certain amendments (the “Charter Amendments”) to the Company’s Certificate of Incorporation (the “Charter”).
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

REGIONS FINANCIAL CORP: The Board approved amendments to the By-Laws consistent with the supermajority amendment, providing that By-Laws may be amended by a majority vote of outstanding shares (effective 2026-05-06).

Change
bylaw amendment
Effective
2026-05-06
Exact text from the filing
In connection with the Charter Amendments, the Board approved certain amendments (the “By-Law Amendments”) to the Company’s By-Laws (as so amended and restated, the “Amended By-Laws”) consistent with the Supermajority Amendment.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONS FINANCIAL CORP shareholders approved Approval of Amendment to Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements.

Proposal
charter amendment
Outcome
passed
Exact text from the filing
Proposal 4 — Approval of Amendment to Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements. Shareholders approved amendments to the Charter to eliminate certain supermajority voting requirements. As to this proposal, shareholders voted as follows: For Against Abstain Broker Non-Votes 645,648,258 4,714,387 1,721,389 96,019,464
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONS FINANCIAL CORP shareholders approved Approval of Amendment to Certificate of Incorporation to Limit Certain Liability of Officers as Permitted by Delaware Law.

Proposal
charter amendment
Outcome
passed
Exact text from the filing
Proposal 6 — Approval of Amendment to Certificate of Incorporation to Limit Certain Liability of Officers as Permitted by Delaware Law. Shareholders approved amendments to the Charter to limit the liability of certain officers to the fullest extent permitted by the Delaware General Corporation Law. As to this proposal, shareholders voted as follows: For Against Abstain Broker Non-Votes 540,712,427 109,883,238 1,488,369 96,019,464
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONS FINANCIAL CORP shareholders approved Advisory Approval of Executive Compensation.

Proposal
say on pay
Outcome
passed
Exact text from the filing
Proposal 2 — Advisory Approval of Executive Compensation. Regions’ executive compensation program received annual advisory approval from shareholders. As to this advisory approval, shareholders voted as follows: For Against Abstain Broker Non-Votes 609,234,304 39,891,038 2,958,692 96,019,464
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONS FINANCIAL CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm.

Proposal
auditor ratification
Outcome
passed
Exact text from the filing
Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for fiscal year 2026. As to this ratification, shareholders voted as follows: For Against Abstain Broker Non-Votes 704,155,225 42,885,714 1,062,559 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONS FINANCIAL CORP shareholders approved Election of Directors.

Proposal
director election
Outcome
passed
Exact text from the filing
At the 2026 Annual Meeting, Regions’ shareholders elected each of Regions’ 13 Director nominees
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONS FINANCIAL CORP shareholders approved Approval of Amendment to Certificate of Incorporation to Eliminate Certain Business Combination Restrictions and Related Supermajority Voting Standard.

Proposal
charter amendment
Outcome
passed
Exact text from the filing
Proposal 5 — Approval of Amendment to Certificate of Incorporation to Eliminate Certain Business Combination Restrictions and Related Supermajority Voting Standard. Shareholders approved amendments to the Charter to eliminate certain business combination restrictions in the Charter and to eliminate the supermajority voting standard concerning certain business combinations under Section 203 of the Delaware General Corporation Law. As to this proposal, shareholders voted as follows: For Against Abstain Broker Non-Votes 645,300,139 4,960,621 1,823,274 96,019,464
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONS FINANCIAL CORP shareholders rejected Approval of Amendment to Certificate of Incorporation to Implement Other Miscellaneous Changes.

Proposal
charter amendment
Outcome
failed
Exact text from the filing
Proposal 7 — Approval of Amendment to Certificate of Incorporation to Implement Other Miscellaneous Changes. Shareholders did not approve amendments to the Charter to implement certain other miscellaneous changes to update and modernize the Company’s Charter. As to this proposal, shareholders voted as follows: For Against Abstain Broker Non-Votes 622,953,157 27,076,065 2,054,812 96,019,464
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

REGIONS FINANCIAL CORP shareholders rejected Shareholder Proposal Relating to Special Shareholder Meeting.

Outcome
failed
Exact text from the filing
Proposal 8 — Shareholder Proposal Relating to Special Shareholder Meeting. Shareholders did not approve a shareholder proposal related to the ability of shareholders collectively owning at least 10% of the Company’s stock to call special meetings. As to this proposal, shareholders voted as follows: For Against Abstain Broker Non-Votes 284,758,029 363,915,357 3,410,648 96,019,464
View on SEC.gov

42 governance changes filed in the last 30 days. Browse all governance changes →

REGIONS FINANCIAL CORP filing history →

Source: SEC EDGAR
accession 0001281761-26-000041
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