Regions Financial Corp

The proposal asks shareholders to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement. Management seeks approval to validate its pay-for-performance approach that ties a majority of executive pay to measurable performance metrics, including multi-year LTIP awards split across RSUs, PSUs, and PCUs, and an annual incentive plan that includes safety-and-soundness thresholds. The Board recommends a “FOR” vote citing alignment with shareholder interests, strong governance (independent CHR Committee, independent compensation consultant), clawback provisions, and prior high Say-on-Pay support (94.8% in 2025). The CHR Committee’s oversight, risk reviews with the Risk Committee, and shareholder engagement are presented as supporting the program’s reasonableness and responsiveness to investor feedback.

This management proposal seeks shareholder approval to amend Regions’ Certificate of Incorporation to eliminate specified supermajority voting requirements currently requiring 75% approval for certain Charter and By‑Law changes. Management frames the initiative as alignment with shareholder feedback and governance best practices after a prior shareholder proposal received majority support in 2025; the Board believes converting to majority-vote thresholds will modernize governance and facilitate shareholder empowerment while retaining any voting thresholds required by law. The Board recommends a “FOR” vote, arguing the amendments strengthen shareholder rights and reflect responsiveness to investor engagement; the changes will take effect upon filing the certificate of amendment and are independent from other Charter amendment proposals (Proposals 5–7). The proposal includes Appendix A with the exact redlined Charter language.

This management proposal asks shareholders to amend the Charter to eliminate a legacy Article Seventh provision requiring 75% shareholder approval for mergers, consolidations, or significant asset sales involving parties holding 5%+ of voting stock, and to opt out of Delaware’s Section 203 while adding a mirror provision that preserves anti‑takedown protections but lowers the disinterested‑shareholder approval threshold to a majority. Management argues the change simplifies governance, aligns with peer practices, and maintains substantive protections against coercive transactions without the 75% supermajority; the Board recommends a “FOR” vote, noting the mirror provision will become effective 12 months after filing to avoid overlap with Section 203.

This proposal seeks shareholder approval to amend the Charter to add express exculpation for officers, consistent with the expanded Delaware statute permitting such limitations. Management argues this will help attract and retain qualified executives by reducing the risk of personal liability for breaches of the duty of care, while preserving accountability for breaches of duty of loyalty, acts not in good faith, intentional misconduct, knowing legal violations, and derivative claims. The Board recommends “FOR” as it views the change as aligning officer protections with director protections already in the Charter and peer practice.

This management proposal requests shareholder approval for a series of non-substantive and clarifying Charter amendments—adding “if any” language to preferred stock sections, updating voting standards for share increases/decreases, clarifying treasury stock treatment, removing obsolete exceptions limiting Board authority regarding By‑Laws and Board size, deleting redundant provisions, and other cleanup. Management frames these as housekeeping actions that modernize governance documents and eliminate inoperative clauses without altering shareholder rights materially; the Board recommends a “FOR” vote.

This shareholder proposal, submitted by John Chevedden, asks the Board to amend governing documents to allow shareholders owning 10% of outstanding common stock to call a special shareholder meeting, arguing this right enhances accountability and is rarely used; the proponent cites examples at other companies where similar proposals passed with majority support. Management opposes, stating the Board already adopted a 25% threshold in February 2026, contending 10% is too low and risks enabling small interest groups to call disruptive meetings; the Board recommends voting against the proposal.