Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year.

On July 21, 2021, the Board of Directors (the "Board") of Regions Financial Corporation (the "Company") approved and adopted an amendment and restatement to the Company's By-Laws (as so amended, the "By-Laws") to make certain changes summarized below.

Article II, Sections 1 and 2 of the By-Laws have been revised to clarify that, to the extent permitted under the Delaware General Corporation Law ("DGCL"), annual and special meetings of stockholders may be held by means of remote communication. Confirming changes were made elsewhere in the By-Laws, including Article II, Section 6. In addition, Article III, Section 7 of the By-Laws has been revised to clarify that regular and special meetings of the Board may be held by means of remote communication, and Article III, Section 10 of the By-Laws has been revised to further clarify that written action taken without a meeting may be evidenced by electronic transmission.

Article V, Section 9 of the By-Laws has been revised to provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for any action asserting a cause of action arising under the Securities Act of 1933 or any rule or regulation promulgated thereunder, to the fullest extent permitted by law.

Article VII, Section 1 of the By-Laws regarding Emergency By-Laws has been revised to specifically reference epidemics, pandemics and declarations of national emergency by the United States government as conditions triggering the Emergency By-Laws. In addition, other revisions are made to Article VII to conform to recent amendments to Section 110 of the DGCL.

The By-Laws also include a number of other ministerial, clarifying and conforming changes.

The foregoing summary is qualified in its entirety by reference to the By-Laws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated in this Item 5.03 by reference.




  Item 8.01 Other Events.

On July 21, 2021, the Company issued a press release announcing the Board's declaration of cash dividends on the Company's common stock, Series B preferred shares, Series C preferred shares, Series D preferred shares and Series E preferred shares.

A copy of the press release announcing the dividends is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.




(d)   Exhibits.



Exhibit
Number                                    Description

3.2            By-Laws of Regions Financial Corporation, as amended and restated as
             of July 21, 2021.

99.1           Press release dated July 21, 2021.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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