--- schema_version: "secwatch.filing_event.v1" accession: "0001281761-26-000041" form_type: "8-K" ticker: "RF" cik: "0001281761" company_name: "REGIONS FINANCIAL CORP" filed_at: "2026-05-11T20:58:13+00:00" generated_at: "2026-05-11T21:38:23.461055+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Regions shareholders approve charter amendments eliminating supermajority votes, officer liability limits ## Summary - Supermajority voting requirements eliminated; 645.6M for vs 4.7M against. - Business combination restrictions and related supermajority standard removed; 645.3M for. - Officers' liability limited to fullest extent under Delaware law; 540.7M for, 109.9M against. - Proposal for special meetings by 10% of shareholders not approved (284.8M for, 363.9M against). - All 13 director nominees elected with strong majority votes; broker non-votes ~96M per nominee. ## SEC filing metadata - accession: 0001281761-26-000041 - form_type: 8-K - ticker: RF - cik: 0001281761 - company_name: REGIONS FINANCIAL CORP - filed_at: 2026-05-11T20:58:13+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/0001281761-26-000041-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/rf-20260506.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001281761-26-000041 - JSON: https://secwatch.observer/filing/0001281761-26-000041.json - Plain text: https://secwatch.observer/filing/0001281761-26-000041.txt ## Key facts - Governance Changes 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/0001281761-26-000041-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/0001281761-26-000041-index.htm - Shareholder Votes REGIONS FINANCIAL CORP shareholders approved Approval of Amendment to Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements. - Proposal: charter amendment - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/0001281761-26-000041-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/0001281761-26-000041-index.htm - Shareholder Votes REGIONS FINANCIAL CORP shareholders approved Advisory Approval of Executive Compensation. - Proposal: say on pay - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/0001281761-26-000041-index.htm - Shareholder Votes REGIONS FINANCIAL CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm. - Proposal: auditor ratification - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/0001281761-26-000041-index.htm - Shareholder Votes REGIONS FINANCIAL CORP shareholders approved Election of Directors. - Proposal: director election - Outcome: passed source text: At the 2026 Annual Meeting, Regions’ shareholders elected each of Regions’ 13 Director nominees evidence_url: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/0001281761-26-000041-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/0001281761-26-000041-index.htm - Shareholder Votes REGIONS FINANCIAL CORP shareholders rejected Approval of Amendment to Certificate of Incorporation to Implement Other Miscellaneous Changes. - Proposal: charter amendment - Outcome: failed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/0001281761-26-000041-index.htm - Shareholder Votes REGIONS FINANCIAL CORP shareholders rejected Shareholder Proposal Relating to Special Shareholder Meeting. - Outcome: failed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1281761/000128176126000041/0001281761-26-000041-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.