ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amendment of Bylaws-Reduction in Board Size and Other Board Matters
Background. After the close of business on July 1, 2022, in accordance with
Section 3.17(b) of the Bylaws of First Horizon Corporation ("First Horizon"),
Daryl G. Byrd retired from his position as Executive Chairman of the Board and
as a director, and D. Bryan Jordan became Chairman of the Board. These events
were reported previously in First Horizon's Current Report on Form 8-K filed on
June 10, 2022. In addition, on July 26, 2022, in accordance with applicable
banking regulations, First Horizon's Board split its Executive & Risk Committee
into an Executive Committee and a separate Risk Committee.
Bylaw Amendments. On July 26, 2022, following Mr. Byrd's retirement and the
Committee changes noted above, the Board of Directors unanimously approved these
amendments to the Bylaws, in each case effective immediately:
Section 3.2: The size of the Board is reduced from 17 to 16 members.
Section 3.17(c)(i): The reference to the Board's size is modified to encompass
possible changes after July, 2020, including the change in size mentioned above.
Section 3.17(c)(i): An express provision is added allowing a 75% majority of the
entire Board to select a Lead Director from among all the independent directors,
and to select a Chair of the Executive & Risk Committee from among all the
directors (or, commencing July 26, 2022, to select a Chair of the Executive
Committee from among all the directors and a Chair of the Risk Committee from
among all the directors).
ITEM 8.01. Other Events
On July 26, 2022, First Horizon's Board of Directors unanimously selected Colin
V. Reed to remain Lead Director, and unanimously selected William H.
Fenstermaker, former Chair of the Executive & Risk Committee, to Chair the
Executive Committee and the Risk Committee. In addition, all former members of
the Executive & Risk Committee were unanimously elected to each of the new
separate committees.
ITEM 9.01. Financial Statements and Exhibits
The following exhibits are filed herewith:
Exhibit # Description
3.1 Bylaws of First Horizon Corporation, as amended and restated effective
July 26, 2022
104 Cover Page Interactive Data File, formatted in Inline XBRL
FIRST HORIZON CORPORATION 2 FORM 8-K CURRENT REPORT 7/26/2022
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