FIRST HORIZON CORP

Regulatory Filings • Apr 29, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): April 28, 2020

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)

TN	001-15185	62-0803242
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

165 Madison Avenue	38103
(Address of Principal Executive Office)	(Zip Code)

(901) 523-4444

Registrant’s telephone number, including area code

(Former name or former address, if changed from last report)

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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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Exchange on which Registered
$0.625 Par Value Common Capital Stock	FHN	New York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000 th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A	FHN PR A	New York Stock Exchange LLC

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. ☐

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ITEM 5.07. Submission of Matters to a Vote of Security Holders.

(a) & (b) Voting Results for 2020 Annual Meeting

On April 28, 2020, First Horizon held its annual meeting of shareholders. At the annual meeting, three vote items were acted upon by the shareholders. The number of votes cast for or against as to each such matter or nominee, and the number of abstentions and broker non-votes as to each such matter or nominee, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share.

Vote Item 1: Election of Directors

Outcome: All nominees were elected

| Nominee | For | Against | Abstain | Broker
Non-vote |
| --- | --- | --- | --- | --- |
| Kenneth
A. Burdick | 251,620,322.844 | 6,799,959.827 | 290,802.650 | 24,651,761.000 |
| John
C. Compton | 250,714,633.722 | 7,454,972.949 | 541,478.650 | 24,651,761.000 |
| Wendy
P. Davidson | 255,014,472.404 | 3,424,733.459 | 271,879.458 | 24,651,761.000 |
| Mark
A. Emkes | 248,826,358.975 | 9,416,834.417 | 467,891.929 | 24,651,761.000 |
| Corydon
J. Gilchrist | 255,619,206.841 | 2,638,128.115 | 453,750.365 | 24,651,761.000 |
| D.
Bryan Jordan | 247,212,899.678 | 9,343,885.148 | 2,154,300.495 | 24,651,761.000 |
| Vicki
R. Palmer | 247,467,841.685 | 10,542,826.986 | 700,416.650 | 24,651,761.000 |
| Colin
V. Reed | 248,485,428.062 | 9,792,234.038 | 433,423.221 | 24,651,761.000 |
| Cecelia
D. Stewart | 254,559,666.298 | 3,418,589.565 | 732,829.458 | 24,651,761.000 |
| Rajesh
Subramaniam | 255,054,199.487 | 3,205,321.965 | 451,563.869 | 24,651,761.000 |
| R.
Eugene Taylor | 254,256,109.144 | 3,708,614.593 | 746,361.584 | 24,651,761.000 |
| Luke
Yancy III | 249,334,138.164 | 8,247,037.121 | 1,129,910.036 | 24,651,761.000 |

Vote Item 2: Advisory Resolution to Approve Executive Compensation

Outcome: Approved

| Details | For | Against | Abstain | Broker
Non-vote |
| --- | --- | --- | --- | --- |
| Advisory
resolution to approve compensation of certain executive officers as described in the 2020 Proxy Statement | 243,132,473.672 | 14,543,096.372 | 1,035,515.277 | 24,651,761.000 |

Vote Item 3: Ratification of Appointment of Auditors

Outcome: Ratified

| Auditor | For | Against | Abstain | Broker
Non-vote |
| --- | --- | --- | --- | --- |
| KPMG
LLP | 261,068,631.238 | 21,981,891.680 | 312,323.403 | 0 |

(c) & (d) Not applicable.

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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 National Corporation
	(Registrant)
Date: April 29, 2020	By: /s/ Clyde A. Billings, Jr.
	Clyde A. Billings, Jr.
	Senior Vice President, Assistant
	General Counsel, and Corporate Secretary

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