FIRST HORIZON CORP

Regulatory Filings • Feb 3, 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): January 28, 2020

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)

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

165 Madison Avenue , Memphis , Tennessee	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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

FHNC’s Board of Directors amended FHNC’s Bylaws as discussed below. The amended and restated Bylaws are filed herewith as Exhibit 3.1.

Amendment of Bylaws—Board Size

On January 28, 2020, the Board of Directors amended Section 3.2 of FHNC’s Bylaws. The amendment to Section 3.2 decreased the size of FHNC’s Board of Directors, from fourteen to twelve persons, effective at the 2020 annual meeting of shareholders, expected to occur on April 28, 2020. The amendment anticipates the retirement of Peter N. Foss and Scott M. Niswonger at that time, in accordance with the Board’s director retirement policy.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit #	Description
3.1	Bylaws of First Horizon National Corporation, as amended and restated January 28, 2020
104	Cover Page Interactive Data File, formatted in Inline XBRL

All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.

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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: February 3, 2020 | By: | /s/ Clyde A. Billings, Jr. |
| | | Senior Vice President, Assistant General |
| | | Counsel, and Corporate Secretary |

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