Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No.     )
þ Filed by the Registrant
☐ Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
REGIONS FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1) Title of each class of securities to which transaction applies:
 
(2) Aggregate number of securities to which transaction applies:
 
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
(4) Proposed maximum aggregate value of transaction:
 
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1) Amount Previously Paid:
 
(2) Form, Schedule or Registration Statement No.:
 
(3) Filing Party:
 
(4) Date Filed:




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Dear Fellow Shareholders:
On behalf of your Board of Directors, I am pleased to invite you to the 2019 Annual Meeting of Shareholders on April 24, 2019, in Birmingham, Alabama. We encourage you to read this proxy statement because it contains important information for voting your shares and sets forth how the Board oversaw your investment over the past year. Your Board values the opportunity to provide some insight into our practices and philosophy as we work to represent your interests and ensure Regions’ continuing success.
Differentiating Regions Through Our Culture and Purpose
Corporate culture is one of the intangible assets that drives value creation over the long term by providing customers with service that puts their needs first and foremost to help them meet their financial goals and aspirations. It also affords Regions’ associates with a safe, ethical, and respectful work environment. To be successful, a company’s culture must be an integral part of its corporate strategy. To that end, we work with Regions’ management to ensure that long-term strategy is aligned with a strong corporate culture built on integrity, trust, individual ownership, and respect.
Among other things, the Board oversees culture by engaging in regular, constructive dialogue with management concerning human capital management, diversity and inclusion, risk, and culture generally. For example, we review associate engagement surveys, compensation and incentive plans, the Code of Business Conduct and Ethics, diversity and inclusion efforts, associate conduct, and associate turnover. Moreover, the Board is pleased to see the Company continually enhancing its investment in its associates, including increasing the 401(k) Plan Company match from four to five percent in 2019, expanding paid parental leave policies, raising entry-level wage to $15 an hour, and reskilling and upskilling the workforce to retain valued associates. Within this proxy statement, you will read more about how Regions has supported its various stakeholders, particularly the Company’s associates and communities, while building on a foundation of long-term value creation for shareholders.
Regions’ purpose—to achieve superior economic value for our shareholders over time by creating shared value and making life better for our customers, our associates, and our communities—is inextricably tied to its culture. Although profits are important, they cannot be achieved at the expense of long-term value or certain stakeholders. Instead, Regions and the Board seek to create shared value for all stakeholders. We not only believe that it is possible for everyone to succeed, but we also believe that it is only possible for us to succeed if we do so together.
 
Continued Commitment to Independent Leadership, Board Effectiveness, Diversity, and Refreshment
As we began 2019, I had the privilege to transition from Lead Independent Director to independent Chair, continuing our ongoing commitment to strong, independent leadership in the boardroom. We also undertook several other steps to enhance Board governance practices and membership over the past year.
Recognizing that evaluations are an integral tool of Board effectiveness and in setting the slate of Director-nominees, we strengthened the self-evaluation process by asking even more tough, thought-provoking questions of each individual Director. We are including in this proxy statement a Board Skills and Composition Matrix to provide investors with a clear picture of the skills and diversity attributes that each nominee brings to the Board.
In April 2018, Ruth Ann Marshall was named Chair of the Nominating and Corporate Governance (“NCG”) Committee. With her appointment, women now chair half of the Board’s standing committees. To further our commitment to Board diversity, we recently adopted a diverse candidate search policy whereby we will include diverse candidates in the pool for any open Board seat. Taking intentional steps such as these not only strengthens the Board but also sets an appropriate “tone at the top” with respect to diversity, which is a critical component of a strong corporate culture and a significant focus for the Company and its management.
The Board also appointed two new independent Directors since last year’s annual meeting. The NCG Committee paired each with a seasoned Board member to accelerate the new Director’s transition and assist with understanding the complexities of a highly regulated financial institution. With the recent appointments, your current Directors have an average Board tenure of about 8 years, which we believe strikes the right balance between new Directors, who bring fresh perspectives, and seasoned Directors, who have extensive institutional knowledge.
As the Company continues leaning into its strengths of strong corporate culture, high-caliber teams, excellent customer service, strength of markets, and robust risk management—and continues to transform through innovation—your Board is committed to continuously enhancing our governance to align with the Company’s growth and ensuring we have the right skill sets on the Board.
CEO Transition
In July 2018, after 38 years of dedicated service to Regions and its customers, associates, shareholders, and communities, Grayson Hall retired and John Turner assumed the role of our CEO. We applaud the work John and his talented team have already accomplished and thank Grayson for his role in developing a leadership bench of such depth. John’s promotion to CEO demonstrates Regions’ management succession and talent management programs, which help ensure that the Company develops its executives to assume greater responsibility and provide continuity of management, and evidences John’s broad range of experience and exceptional leadership skills. We are proud to have a team of such strength and commitment to Regions’ values, mission, and vision.
Words of Appreciation
I would like to thank Grayson, who retired from the Board and the Company at the end of December. Throughout his tenure on the Board, Grayson provided strong and steady leadership while serving as Vice Chair, Chair, and most recently, Executive Chair. Grayson proved to be a focused and prudent manager of the



Company’s strategic goals and long-term success. I also would like to thank Susan Matlock and John Maupin, who are retiring from our Board in April, having reached the mandatory retirement age. Both Susan and John have been exceptional Board and committee members, and we will miss their diligent commitment and astute perspectives.

 
Thank You
To close this letter, on behalf of your Board, I would like to say a special thank you to you, our shareholders. We recognize and greatly appreciate the trust and confidence you have placed in us. And as 2019 gets underway, we will, on your behalf, continue to provide strong independent oversight of management and represent your interests throughout the year.
 
March 8, 2019


On behalf of your Board of Directors,
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Charles D. McCrary
Chair of the Board
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Your vote is important. This year, Regions is pleased to introduce a voting incentive where we will contribute $1 to Junior Achievement USA (with a minimum total of $25,000) for each retail shareholder account that votes electronically or signs up for electronic delivery of future meeting materials. Please help us support the work of Junior Achievement USA to inspire and prepare young people to succeed in a global economy.
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Dear Fellow Shareholders:


“Regions understands and embraces the fact that to be truly successful, all of our stakeholders must succeed. Bearing this in mind, our mission is to create shared value and make life better for our associates, customers, communities, and of course, shareholders. While it is important that we accomplish positive results, it is equally important that we do so the right way.”

John M. Turner, Jr.
President and Chief Executive Officer
Member of the Board of Directors
Regions Financial Corporation


On behalf of all Regions associates, thank you for your continued investment. Your support is vital to the success of our enduring efforts to deliver long-term value and make life better for all our stakeholders.
I would like to direct you to my CEO Letter—found in this year’s Annual Review on regions.com—in which I summarize a year that has been marked by strong financial results and meaningful transformation, allowing for investing in growth and sharpening our focus on our most important priorities. In the letter, I also discuss how Regions’ business practices and initiatives are driven by our strategic plan to generate consistent, sustainable long-term performance. Our strategy starts with leaning into our strengths and continuously improving through innovation and investments in technology, talent, and the markets we serve while also maintaining a strong and integrated risk management culture.
Our results are built on a corporate culture that is founded on the principle that creating shared value for all stakeholders—customers, shareholders, associates, and communities—is the right way to operate our business. Our culture is a strength that we have identified as uniquely positioning us to execute against our strategic plan to generate consistent, sustainable long-term performance. We have made enormous strides in building a culture of inclusion, in identifying and recruiting diverse talent across many disciplines, and in operating more responsibly as we work toward a better and more sustainable world.
We hope that you can attend our annual meeting. Even if you plan to attend, we encourage you to vote your shares in advance of the meeting.
 
Every vote is important, and we want to ensure your shares are represented. To further other sustainability efforts and support our communities, Regions will make a charitable donation of $1 to Junior Achievement USA for each retail shareholder account that votes through proxyvote.com or enrolls in electronic delivery of proxy materials for next year. Regardless of the number of retail shareholder accounts that submit votes or enroll in electronic delivery, we will make a minimum donation of $25,000 to Junior Achievement USA.


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Sincerely,

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John M. Turner, Jr.
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QUICK INFORMATION

QUICK INFORMATION
The following charts provide quick information about Regions’ 2019 Annual Meeting and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.
Annual Meeting Information

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DATE & TIME
LOCATION
RECORD DATE
Wednesday, April 24, 2019
9:00 A.M., local time
Regions Center Auditorium
1900 Fifth Avenue North
Birmingham, Alabama 35203
February 25, 2019
Proposals That Require Your Vote

 
Proposal
Voting Options
Board
Recommendation
More
Information
PROPOSAL 1 –
Election of Directors
FOR, AGAINST, or ABSTAIN
for each Director nominee
FOR each Nominee
Page 35
PROPOSAL 2 –
Ratification of Appointment of Independent Registered Public Accounting Firm
FOR, AGAINST, or ABSTAIN
FOR
Page 76
PROPOSAL 3 –
Advisory Vote on
Executive Compensation
FOR, AGAINST, or ABSTAIN
FOR
Page 79

See pages 16 and 17 on the various ways available for submitting your vote.
ESG and Compensation Facts

ESG or Compensation Matter
Regions’ Practice
Board Composition, Leadership, and Operations
Current Number of Directors
15
Director Independence
93%
Standing Board Committee Membership Independence
100%
Separate Chair of the Board and CEO
Yes
Independent Chair of the Board
Yes
Robust Responsibilities and Duties Assigned to the Independent Chair
Yes
Voting Standard
Majority with plurality carve-out for contested elections
Frequency of Director Elections
Annual
Resignation Policy
Yes
Classified Board
No
Mandatory Retirement Age
Yes (72)
Mandatory Retirement Tenure
No
Average Director Age
65
Average Director Tenure
8
Gender Diversity on the Board
27%
Racial/Ethnic Diversity on the Board
27%
Total Diversity on the Board
47%
Directors Attending Fewer than 75% of Meetings
None
Directors Overboarded per ISS or Glass Lewis Voting Guidelines
None
Annual Board, Committee, and Individual Director Self-Evaluation Process
Yes
Independent Directors Meet without Management Present
Yes


QUICK INFORMATION

ESG or Compensation Matter
Regions’ Practice
Number of Board Meetings Held in 2018
7
Total Number of Board and Committee Meetings Held in 2018
44
Board Oversight of Company Strategy and Risks
Yes
Shareholder Rights
One Share, One Vote Policy
Yes
Dual-Class Common Stock
No
Cumulative Voting
No
Vote Standard for Charter/By-Law Amendment
75%
Shareholder Right to Call Special Meeting
No
Shareholder Right to Act by Written Consent
No
Board Authorized to Issue Blank-Check Preferred Stock
Yes; however, our capital plan, which may include preferred stock issuances, is regularly submitted to the Federal Reserve for review
Poison Pill
No
Proxy Access By-Law
Yes
Exclusive Forum By-Law
Yes
Other Governance Practices
ISG Corporate Governance Principles for U.S. Listed Companies Compliance
Yes
Commonsense Principles 2.0 Signatory
Yes
Shareholder Engagement
Yes
Anti-Hedging and Anti-Pledging Policies
Yes
Robust Stock Ownership Guidelines
Yes
Shares Pledged by Directors and Executive Officers
None
Material Related Party Transactions with Directors
None
Family Relationships
None
Director Onboarding and Ongoing Education Program
Yes
Independent Auditor
Ernst & Young LLP
ESG Practices
Board Oversight of ESG
Yes
Codes of Conduct for Directors, Officers, and Associates
Yes
Vendor Code of Conduct
Yes
Human Rights Statement
Yes
Board Oversight of Corporate Culture
Yes
No-Harassment Policy
Yes
Environmental Sustainability Policy Statement
Yes
Environmental Goals
Yes
CDP Climate Change Questionnaire Response
Yes
Ceres Company Network Member
Yes
Political Contributions Disclosed
Yes
Compensation Practices
CEO Pay Ratio
153:1
Clawback Policy
Yes
Incentive Plans that Encourage Excessive Risk Taking
No
Employment Agreements for Executive Officers
No
Repricing of Underwater Options
No
Excessive Perks
No
Pay-for-Performance
Yes
Frequency of Say-on-Pay Advisory Vote
Annual
Double-Trigger Change-in-Control Provisions
Yes
Compensation Consultant
Frederic W. Cook & Co.


TABLE OF CONTENTS

TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
       Community Engagement
 
 
 
 
 
 


TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 
 
 
 
 
A-1
 




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REGIONS FINANCIAL CORPORATION
1900 Fifth Avenue North
Birmingham, Alabama 35203
NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS
To be held Wednesday, April 24, 2019

TO THE SHAREHOLDERS OF REGIONS FINANCIAL CORPORATION:
The 2019 Annual Meeting of Shareholders of Regions Financial Corporation (“Regions”), a Delaware corporation, will be held:
Date: Wednesday, April 24, 2019
Time: 9:00 A.M., local time
Place: Regions Center Auditorium, 1900 Fifth Avenue North, Birmingham, Alabama 35203
Record Date: February 25, 2019

The annual meeting is being held for the following purposes:
1.
Election to our Board of Directors of the 13 nominees named in our proxy statement to serve as Directors until the next annual meeting of shareholders or in each case until their successors are duly elected and qualified;
2.
Ratification of the appointment of Ernst & Young LLP as Regions’ independent registered public accounting firm for the year 2019; and
3.
Advisory vote on executive compensation.
Regions does not know of any business to be presented for action at the annual meeting other than those items listed above. If any other matters properly come before the annual meeting or any adjournment or postponement, it is intended that the proxies will be voted in respect thereof by and at the discretion of the persons named as proxies on the electronic proxy or proxy card.
The Board of Directors set February 25, 2019, as the Record Date for the annual meeting. This means that only Regions common shareholders of record at such date are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement of the meeting.
A complete list of shareholders of record entitled to vote at the meeting will be made available for inspection by any Regions shareholder for 10 days prior to the meeting at the principal executive offices of Regions and at the time and place of the meeting.
The annual meeting will begin promptly at 9:00 A.M., local time. All attendees will need to bring the Admission Ticket or other proof of stock ownership as well as a valid photo ID to gain admission to the annual meeting. Please note that seating is limited and we ask that you allow ample time for the check-in process, which begins at 8:00 A.M., local time. See page 19 for further details.
 
Whether or not you plan to attend the annual meeting, you are encouraged to promptly submit your proxy with voting instructions. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. If you vote by telephone or via the Internet, you need not return a proxy card.
Your vote is important. This year, Regions is pleased to introduce a voting incentive where we will contribute $1 to Junior Achievement USA (with a minimum total of $25,000) for each retail shareholder account that votes electronically or signs up for electronic delivery of future meeting materials. Please help us support the work of Junior Achievement USA to inspire and prepare young people to succeed in a global economy.
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You may revoke your proxy at any time before the vote is taken by notifying the Corporate Secretary of Regions in writing or by validly submitting another proxy by telephone, Internet, or mail. If you are present at the meeting, you may vote your shares in person, which will supersede your proxy. If you hold shares through a Broker, check the voting instructions provided to you by that Broker.
 
By Order of the Board of Directors
 
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Fournier J. Gale, III
Corporate Secretary    
 
March 8, 2019

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2019 Proxy Statement
1


 INDEX OF
COMMONLY REFERENCED TOPICS
 
 
Topic
Page
Admission to the Annual Meeting
19
Anti-Hedging and Anti-Pledging
34
Auditor Fees
76
Auditor Tenure
77
Board, Committee, and Individual Director Evaluation
58
Board Leadership Structure
55
Board Meeting Director Attendance
69
Board Refreshment
59
Board Risk Oversight
56
Board Skills and Composition Matrix
45
CEO Pay Ratio
105
Change-in-Control Agreements
101
Clawback Policy
98
Codes of Conduct
25
Committees of the Board
70
Communications with the Board
55
Compensation and Performance Peer Groups
97
Compensation Consultant
68
Community Engagement
29
Contacts at Regions
54
Corporate Culture
23
Corporate Governance Principles
50
Corporate Governance Shareholder Engagement
51
Cyber and Information Security
61
Director Biographies
36
Director Education
60
Director Independence
62
Director Retirement Age
11
Director Tenure
46
Environmental Sustainability
30
Independent Chair of the Board Duties
56
LTIP Grants
91
LTIP Performance Targets
92
Pay-for-Performance
82
Perks
94
Political Contributions Policy
31
Record Date
1
Related Person Transactions Policy
66
Say-on-Pay
79
Share Repurchases/Buybacks
51
Shareholder Nominations for the 2020 Annual Meeting
20
Shareholder Proposals for the 2020 Annual Meeting
20
Stock Ownership Guidelines
34
Stock Performance Graph
7
Talent Management
27
 
 
COMMONLY USED
TERMS AND ACRONYMS
 
 
Term
Meaning
401(k) Plan
Regions Financial Corporation 401(k) Plan
Board
Board of Directors of Regions Financial Corporation
Broker
Brokerage firms, banks, or similar entities
BSA/AML/OFAC
Bank Secrecy Act/Anti-Money Laundering/Office of Foreign Assets Control
CCAR
Comprehensive Capital Analysis and Review
CD&A
Compensation Discussion and Analysis
CDP
Formerly known as the Carbon Disclosure Project
CEO
Chief Executive Officer
CFO
Chief Financial Officer
CHR Committee
Compensation and Human Resources Committee
Code of Conduct
Code of Business Conduct and Ethics
Company
Regions Financial Corporation
Cook & Co.
Frederic W. Cook & Co.
CRO
Chief Risk Officer
DDSIP
Directors’ Deferred Stock Incentive Plan
EPS
Earnings Per Share
EPS Growth
Cumulative compounded EPS growth
ESG
Environmental, Social, and Governance
Exchange Act
Securities Exchange Act of 1934, as amended
EY
Ernst & Young LLP
FDICIA
Federal Deposit Insurance Corporation Improvement Act of 1991
Federal Reserve
The Board of Governors of the Federal Reserve System
GAAP
Generally Accepted Accounting Principles in the United States
IRC
U.S. Internal Revenue Code of 1986, as amended
ISG
Investor Stewardship Group
LTIP
Long Term Incentive Plan
NCG Committee
Nominating and Corporate Governance Committee
NEOs
Named Executive Officers
NPL
Non-Performing Loan
NYSE
New York Stock Exchange
OAC
Office of Associate Conduct
OREO
Other Real Estate Owned
PCAOB
Public Company Accounting Oversight Board
PSUs
Performance Stock Units
Regions
Regions Financial Corporation
Retirement Plan
Regions Financial Corporation Retirement Plan for Associates
ROATCE
Return on Average Tangible Common Equity
RSUs
Restricted Stock Units
SEC
U.S. Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
SERP
Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan
SOX
Sarbanes–Oxley Act of 2002
 
 

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2019 Proxy Statement


regionsproxylogoa02.jpg March 8, 2019
PROXY STATEMENT
The Board of Regions Financial Corporation (“Regions,” “Company,” “we,” “us,” or “our”) is furnishing you with this proxy statement to solicit proxies on its behalf to be voted at the 2019 Annual Meeting of Shareholders of Regions. The meeting will be held on Wednesday, April 24, 2019, at 9:00 A.M., local time, in the Regions Center Auditorium, 1900 Fifth Avenue North, Birmingham, Alabama 35203. The proxies may also be voted at any adjournments or postponements of the annual meeting.

The mailing address of our principal executive offices is 1900 Fifth Avenue North, Birmingham, Alabama 35203. We are first furnishing the proxy materials to shareholders on March 8, 2019.
All properly executed written proxies and all properly completed proxies submitted by telephone or the Internet that are delivered pursuant to this solicitation will be voted at the 2019 Annual Meeting of Shareholders in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.
Only owners of record of shares of Regions common stock as of the close of business on February 25, 2019, the Record Date, are entitled to notice of, and to vote at, the meeting or at any adjournments or postponements of the meeting. Each owner of record on the Record Date is entitled to one vote for each share of common stock held. There were 1,017,735,266 shares of common stock issued and outstanding on the Record Date.
We are continuing to use the SEC’s Notice and Access rule, allowing us to furnish our proxy materials to shareholders over the Internet. This means most of our shareholders will receive only a notice containing instructions on how to access the proxy materials over the Internet and vote online. This offers a convenient way for shareholders to review the materials. The notice is not a proxy card and cannot be used to vote. If you receive the notice but would like to receive paper copies of the proxy materials, please follow the instructions in the notice or on the website referred to on the notice.
 

Please consider signing up to receive these materials electronically in the future by following the instructions after you vote your shares over the Internet. Enrolling in future electronic delivery of annual meeting materials reduces Regions’ printing and mailing expenses and environmental impact. To enroll for electronic delivery you may also visit http://enroll.icsdelivery.com/rf.
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Your vote is important. This year, Regions is pleased to introduce a voting incentive where we will contribute $1 to Junior Achievement USA (with a minimum total of $25,000) for each retail shareholder account that votes electronically or signs up for electronic delivery of future meeting materials.

If you have received your proxy materials electronically and would like to receive a paper copy of the materials or if you received one copy of the proxy materials through our use of “householding” (see below) and would like to receive multiple copies, you may, at any time, email investors@regions.com, call 205-264-7040, or write to:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attn: Investor Relations
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2019 ANNUAL MEETING:
The Notice of Annual Meeting and Proxy Statement; Annual Report on Form 10-K for the year ended December 31, 2018; and
CEO’s Letter are available at www.regions.com or www.proxyvote.com.
Important Notice Regarding Delivery of Security Holder Documents
This is the first distribution of proxy solicitation materials to shareholders.
The SEC has adopted rules that allow us to send, in a single envelope, our proxy statement and other required annual meeting materials to two or more shareholders sharing the same address. These rules spell out the conditions under which annual reports, information statements, proxy statements, prospectuses, and other disclosure documents of a company that would otherwise be mailed in separate envelopes to more than one shareholder at a shared address may be mailed as one copy in one envelope addressed to all shareholders at that address (i.e., “householding”). Shareholders who participate in householding will, however, receive separate proxy cards. Householding, similar to electing to receive these materials electronically (although not to the same extent), reduces our printing and mailing expenses and associated environmental impact.
If one set of these proxy materials was sent to your household for the use of all Regions shareholders in your household and one or more of you would prefer to receive additional sets or if multiple copies of these proxy materials were sent to your household and you want to receive one set, please contact Broadridge Financial Solutions, Inc., by calling toll-free at 866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Shareholders whose shares of our common stock are held in street name wishing to make such elections should contact their Broker.

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2019 Proxy Statement
3

PROXY SUMMARY


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PROXY SUMMARY
This summary highlights certain information about Regions. It does not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.
For more complete information regarding the Company’s 2018 performance, review the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
2019 Annual Meeting of Shareholders

 
Date:
Wednesday, April 24, 2019
Time:
9:00 A.M., local time
Place:
Regions Center Auditorium
1900 Fifth Avenue North
Birmingham, Alabama 35203
Record Date:
February 25, 2019
Voting:
Common shareholders as of the Record Date are entitled to vote. Shareholders of record, as well as most beneficial shareholders, can vote by proxy using one of several methods:
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To vote with your mobile device (tablet or smartphone), scan the Quick Response Code that appears on your proxy card or Notice of Internet Availability of Proxy Materials (may require free software).
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To vote over the Internet, visit www.proxyvote.com and enter your 16-digit control number that appears on your proxy card, email notification, or Notice of Internet Availability of Proxy Materials.
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To vote by telephone, call 1-800-690-6903 and follow the recorded instructions. If you vote by telephone, you also will need your 16-digit control number that appears on your proxy card.
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If you request printed copies of the proxy materials be sent to you by mail, vote by proxy by filling out the proxy card and return it in the envelope provided to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
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Additionally, you may vote in person at the annual meeting. We will collect the ballots prior to the vote being finalized.
If you hold your stock in street name or through the Regions Financial Corporation 401(k) Plan or our Dividend Reinvestment Plan, see Questions and Answers about the Annual Meeting and Voting & Other Information beginning on page 15 for more information about how to vote your shares.
Your vote is important! Please submit your vote by proxy over the Internet, by telephone,
or complete, sign, date, and return your proxy card or voting instruction form.

This year, Regions is pleased to introduce a voting incentive where we will contribute $1 to Junior Achievement USA (with a minimum total of $25,000) for each retail shareholder account that votes electronically.
remembera01.gifAdmission to the annual meeting is limited to our registered and beneficial shareholders as of the Record Date and persons holding valid proxies from shareholders of record. All attendees will need to bring the Admission Ticket or other proof of stock ownership and a valid photo ID to gain admission to the annual meeting. Please see page 19 for further details about admission.
If you have not already done so, we encourage you to enroll in electronic delivery of proxy materials because, in addition to reducing Regions’ printing and mailing expenses and environmental impact, doing so allows you to easily reprint your proof of admission should you misplace it. Regions will also make a contribution of $1 to Junior Achievement USA for each retail shareholder account that signs up for electronic delivery of future meeting materials.

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2019 Proxy Statement

PROXY SUMMARY

Proposals That Require Your Vote

 
Proposal
Voting Options
Board Recommendation
More
Information
Effect of Abstentions
and Broker Non-Votes
Votes Required for Approval
PROPOSAL 1 –
Election of Directors
FOR, AGAINST, or ABSTAIN
for each Director nominee
FOR each
Nominee
Page 35
No effect
Affirmative “FOR” vote of a majority of the votes cast for or against each Director nominee.
PROPOSAL 2 –
Ratification of Appointment of Independent Registered Public Accounting Firm
FOR, AGAINST, or ABSTAIN
FOR
Page 76
Abstentions have no effect
Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.
PROPOSAL 3 –
Advisory Vote on
Executive Compensation
FOR, AGAINST, or ABSTAIN
FOR
Page 79
No effect
Affirmative “FOR” vote of a majority of the votes cast for or against this proposal.
What is new in this year’s proxy statement?

 
In July 2018, the Board welcomed Timothy Vines as a new Director. Mr. Vines is the President and CEO of Blue Cross and Blue Shield of Alabama. Also in July, John Turner became the Company’s CEO and a Director. At that time, Grayson Hall was appointed to the position of Executive Chair of the Company and the Board. Mr. Hall then retired from the Company and the Board on December 31, 2018. Charles McCrary was named as the Board’s independent, non-executive Chair effective January 1, 2019. He had previously served as the Lead Independent Director since 2013. On January 1, 2019, the Board also welcomed Zhanna Golodryga as a new Director. She is the Chief Digital and Administrative Officer at Phillips 66. Both Mr. Vines and Ms. Golodryga are diverse members of our Board.
Directors Susan Matlock and John Maupin are not standing for reelection this year as they have both reached the mandatory retirement age for Directors. The Board and the Company wish to thank them for their years of service, counsel, and oversight.
The Board updated the Company’s Corporate Governance Principles to reaffirm the Board’s commitment to diversity, particularly when searching for new Board members. The Board believes that the composition of its membership should reflect the communities in which we operate, and having diverse Directors with varying perspectives is necessary for proper oversight of the Company.
 
This year’s proxy statement includes, for the first time, a matrix that sets forth each individual Director’s skills and other attributes, including various aspects of diversity. With each committee’s description within the Corporate Governance section, you will find a message from that committee’s chair, which sets forth that committee’s highlights and accomplishments over the past year.
Regarding executive compensation, this proxy statement includes six named executive officers as a result of Grayson Hall’s transition from CEO to Executive Chairman and John Turner’s promotion to CEO. Additionally, in response to feedback from our shareholders, we have enhanced the disclosure of our long-term incentive performance.
Finally, Regions is pleased to introduce a voting incentive to retail shareholders this year. For each retail shareholder account who votes electronically or signs up for electronic delivery of future meeting materials, we will contribute $1 to Junior Achievement USA, with a minimum commitment of $25,000. Please help us to support the important work done by Junior Achievement of inspiring and preparing young people to succeed in a global economy through programs that foster work-readiness, entrepreneurship, and financial literary skills.
Information about Regions

 
Regions (NYSE:RF) is a financial holding company headquartered in Birmingham, Alabama, that operates in the South, Midwest, and Texas. Regions, through its subsidiaries, provides traditional commercial, retail, and mortgage banking services, as well as other financial services in the fields of asset management, wealth management, securities brokerage, trust services, merger and acquisition advisory services, and specialty financing.
At December 31, 2018, Regions had total consolidated assets of approximately $125.7 billion, total consolidated deposits of approximately $94.5 billion, and total consolidated stock-holders’ equity of approximately $15.1 billion.
 
Regions is a Delaware corporation. Its principal executive offices are located at 1900 Fifth Avenue North, Birmingham, Alabama, 35203. Regions is a member of the S&P 500 Index. Regions common stock, par value $.01 per share, is listed on the New York Stock Exchange under the symbol RF.

Regions conducts its banking operations through our wholly-owned subsidiary, Regions Bank, an Alabama state-chartered commercial bank that is a member of the Federal Reserve System. At December 31, 2018, Regions Bank operated 1,952 ATMs and 1,454 banking offices.

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2019 Proxy Statement
5

PROXY SUMMARY

Our Strategy
darkgreenlogo.gif
Our vision, mission, and values provide the foundation for Regions’ corporate strategy. While that foundation and our strategic priorities as shown on the right—Focus on the Customer, Build the Best Team, Strengthen Financial Performance, Enhance Risk Management, and Simplify and Grow—have not changed, the way we execute our strategy every day continues to evolve under President and CEO John Turner’s leadership.
Continuing to build on these priorities, the 2019-2021 strategic plan for generating consistent, sustainable, long-term performance focuses on investing in talent and technology to make banking easier for customers and associates, expanding the Company’s reach to serve more customers and businesses, and delivering attractive, sustainable returns to shareholders, while maintaining a strong risk management culture. To execute on our 2019-2021 strategic plan, we will:
Lean into our strengths, including our industry-recognized customer service, our ability to work as one team and deliver Regions360®, our culture, the markets and communities we serve, and risk management;
Continuously improve by making banking easier, improving efficiency and effectiveness, and growing revenue;
Drive innovation through digital and data by improving the customer experience, investing in artificial intelligence, building better data and analytics capabilities, and improving technology architecture; and
Make strategic and disciplined investments focused on segment level investments for organic growth.


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Our strategy demonstrates the strength of our culture, markets, team, and strong capital base, as well as our commitment to deliver sustainable performance and shareholder returns over the three-year period of our current strategic plan and beyond. As our strategic plan was prepared and reviewed with our Board, our executive management team worked to ensure alignment of our corporate strategy with our Board’s Enterprise Risk Appetite Statement.
We also set three goals for our associates to help us meet our strategic plan of generating consistent, sustainable, long-term performance:
Focus on your customer: execute on our customer-centric approach to banking and put our customer needs at the center of every interaction.
Make banking easier: meet our customer expectations for convenience, expediency, and simplicity to address all of their financial needs. Achieve this by re-thinking and streamlining processes, challenging the status quo, and deploying technology that delivers a seamless, convenient experience.
Elevate our performance as a team: drive continuous improvement by expecting more from ourselves and our team, acting with a sense of urgency, and executing at a higher level to deliver innovative solutions and more consistent results.
Executive management and the Board understand that both long- and short-term strategies must consider more than financial results. Regions does not succeed unless all of our stakeholders succeed. We must consider our economic and societal impact, creating shared value for our customers, shareholders, associates, and communities.

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2019 Proxy Statement

PROXY SUMMARY

Successful Execution of our 2016-2018 Strategic Initiatives
The following graphs highlight some of the successes of our long-term strategic initiatives, which were discussed in last year’s proxy statement. Our current long-term strategic plan builds upon these initiatives to continue driving Regions forward.financialhighlightsv2.jpg
(1) Non-GAAP, see reconciliation in Regions’ Current Report on Form 8-K filed February 27, 2019, Exhibit 99.7, pages 21.
Stock Performance Graph
This graph shows the cumulative total shareholder return for Regions common stock in each of the five years from December 31, 2013, to December 31, 2018. The graph also compares the cumulative total returns for the same five-year period with the S&P 500 Index and the S&P 500 Banks Index.
The comparison assumes $100 was invested on December 31, 2013, in Regions common stock, the S&P 500 Index, and the S&P 500 Banks Index and that all dividends were reinvested.
chart-3394fceaea53593595b.jpg
 
Cumulative Total Return
 
12/31/13

12/31/14

12/31/15

12/31/16

12/31/17

12/31/18

Regions
$
100.00

$
108.63

$
101.11

$
155.10

$
190.70

$
151.47

S&P 500 Index
$
100.00

$
113.68

$
115.24

$
129.02

$
157.17

$
150.27

S&P 500 Banks Index
$
100.00

$
115.51

$
116.49

$
144.81

$
177.47

$
148.30


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2019 Proxy Statement
7

PROXY SUMMARY

Corporate Purpose, Culture, and ESG (page 23)

 
Regions Bank is a relationship bank with a goal of providing our customers with services and products to help them meet their financial goals and aspirations. Our associates work and live by our values based on integrity, trust, respect, and empathy, and they are passionate about our mission and purpose to achieve superior economic value for our shareholders over time by creating shared value and making life better for our customers, our associates, and our communities.
We know that we are only as strong as our people and that it is our bankers who set Regions apart in a crowded marketplace. We also understand that maintaining a strong culture creates job satisfaction and associate engagement, which promote collaboration and a commitment to excellence. This is why we have focused on creating a strong corporate culture that is founded on building the best team, fostering a diverse and inclusive workforce, and providing our associates with the tools needed to help them meet our customers’ needs, all while maintaining a consistent and strong risk culture.
We are also committed to transparency and enhancing our ESG practices. As shown in the graphic on page 11, over the
 
past few years we have taken meaningful steps to advance our sustainability efforts. Information about our ESG practices, along with additional discussions about our values, corporate culture, and Code of Conduct, can be found in the Corporate Purpose, Culture, and ESG section of this proxy statement.

OUR
VALUES
Put people
FIRST
Do what
IS RIGHT
Focus on your CUSTOMER
Reach
HIGHER
Enjoy
LIFE

Proposal 1 – Election of Directors (page 35)

 
The proxy statement contains important information about the experience, qualifications, attributes, characteristics, and skills of the Director nominees.
Our Board recommends that you vote “FOR” all 13 nominees standing for election.

As demonstrated by the following graphs, our Board is highly diverse with respect to gender, race, ethnicity, and sexual orientation. The Board is also highly independent and represents a range of tenures.
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2019 Proxy Statement

PROXY SUMMARY


The below chart includes this year’s nominees along with their age, tenure, principal occupation and committee membership:
 
Age
Inde-
pen-
dent
Director
Since
Regions Board 
Committee(s)
Principal Occupation
Other Public
Boards (1)
Carolyn H. Byrd (2)
70
ü
2010
Audit Committee (Chair)
Chairman and CEO,
GlobalTech Financial, LLC
 
Don DeFosset
70
ü
2005
CHR Committee (Chair)
NCG Committee
Retired Chairman,
President, and CEO,
Walter Industries, Inc.
Terex Corporation;
National Retail Properties;
ITT Corporation
Samuel A.
Di Piazza, Jr. (2)
68
ü
2016
Audit Committee
CHR Committee
Retired Global CEO, PricewaterhouseCoopers; Retired Vice Chairman, Citigroup Global Corporate and Investment Bank
AT&T Inc.;
ProAssurance Corporation;
Jones Lang LaSalle Incorporated
Eric C. Fast (2)
69
ü
2010
Audit Committee
Risk Committee
Retired CEO, Crane Co.
Automatic Data Processing, Inc.;
Lord Abbett Family of Funds
Zhanna Golodryga
63
ü
2019
CHR Committee
Risk Committee
Chief Digital and Administrative Officer, Phillips 66
 
John D. Johns (3)
67
ü
2011
Risk Committee (Chair)
Executive Chairman,
Protective Life Corporation
Genuine Parts Company;
Southern Company;
Protective Life Corporation (4)
Ruth Ann Marshall
64
ü
2011
CHR Committee
NCG Committee (Chair)
Retired President,
The Americas, MasterCard International, Inc.
ConAgra Brands, Inc.;
Global Payments Inc.
Charles D. McCrary 
67
ü
2001
Independent Chair of the Board
Retired President and CEO, Alabama Power Company
 
James T. Prokopanko
65
ü
2016
NCG Committee
Risk Committee
Retired President and CEO, The Mosaic Company
Vulcan Materials Company;
Xcel Energy Inc.
Lee J. Styslinger III (2)
58
ü
2003
Audit Committee
Risk Committee
Chairman and CEO,
Altec, Inc.
Vulcan Materials Company;
Workday, Inc.
José S. Suquet (3)
62
ü
2017
CHR Committee
Risk Committee
Chairman, President, and CEO, Pan-American Life Insurance Group
 

 
John M. Turner, Jr.
57
CEO
2018
CEO
President and CEO,
Regions Financial Corporation and Regions Bank
 
Timothy Vines
53
ü
2018
Audit Committee
CHR Committee
President and CEO, Blue Cross and Blue Shield of Alabama
 
(1)
Corporations subject to the registration or reporting requirements of the Exchange Act, or registered under the Investment Company Act of 1940
(2)
Audit Committee Financial Expert
(3)
Risk management expert
(4)
No publicly traded common stock but does issue public debt

Board and committee facts:
0
 
65 Years
 
8 Years
 
94%
 
0
Overboarded Directors
 
Average Director Age
 
Average Director Tenure
 
Average Attendance of Directors at Board and Committee Meetings Held in 2018
 
Related Person Transactions or Family Relationships Requiring Disclosure


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2019 Proxy Statement
9

PROXY SUMMARY

Board Skills and Composition Matrix
Currently, our Board comprises 15 members, who represent a diverse set of experiences, expertise, and attributes. Based on information provided as part of the 2018 year-end Director questionnaire, the following represents the number of our current Directors with considerable or extensive experience in areas that are critical to Regions’ operations. Information pertaining to each individual Director’s experience, along with other Board-composition data points, is further detailed in the Board Skills and Composition Matrix on page 45. Additionally, information regarding each Director nominee’s “top skills” can be found within their individual biographies beginning on page 36. These biographies include many of the Director nominees’ experiences that are linked to their self-identified skills.
Skill
# of Directors
Skill
# of Directors
Skill
# of Directors
Audit/Accounting/Finance/Capital Allocation
auditsigns.gif
10
Environmental and Sustainability Practices
growth.gif
5
Regulatory or Compliance
buildinga01.gif
11
Banking and Financial Services
wallet.gif
10
Executive Compensation and Benefits
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12
Risk Management
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11
Business Operations and Technology
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11
Growth and Innovation
lightbulb.gif
14
Strategic Planning and Strategy Development
target.gif
14
Corporate Communications, PR or Marketing
speechbubble.gif
11
Human Resources/Human Capital Management
peoplea01.gif
14
 
 
 

Corporate Governance
toolsa01.gif
13
Information/Cyber Security
shield.gif
7
 
 
 
Board Refreshment
As shown by the below three-year timeline, the Board constantly reviews and assesses its composition and leadership structure through its robust self-evaluation processes, identification of skills and diversity, and committee composition refreshment. The Board’s annual self-evaluation is conducted timely so that results can be considered by the Board when making its annual nominations for the upcoming annual meeting. The Board does not merely recruit new Directors when vacancies are created by Directors reaching the Board’s mandatory retirement age.
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2019 Proxy Statement

PROXY SUMMARY

Corporate Governance (page 49)

 
Our Board works with executive management to ensure we are not only in compliance with laws and regulations, but are keeping pace with the constantly changing corporate governance landscape.
For example, our practices are aligned with the Investor Stewardship Group’s (“ISG”) Corporate Governance Principles for U.S. Listed Companies. Regions has also become a signatory to the Commonsense Principles 2.0 and intends to use them to guide our thinking. By aligning with such leading principles, the Company is better able to provide oversight and guidance for sound decision-making and
 
accountability. We must hold ourselves to high standards when it comes to corporate governance, ethics, and risk management. This requires that we solicit input and feedback from many different stakeholders, both internally and externally.
Information about our corporate governance shareholder engagement, Director independence, transactions with related persons, cyber security, and Board Committee information, among other topics, can be found in the Corporate Governance section of this proxy statement.
Corporate Governance Highlights
Independent
 
93%
 
6
 
47%
 
72 Years
Chair of the Board
 
Independent Directors
 
New Directors since 2016
 
Diverse Directors
 
Mandatory Director Retirement Age

Below are some of the significant environmental, social, and corporate governance events at Regions over the last few years that have contributed to our effective corporate governance program:
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Proposal 2 — Ratification of Appointment of Independent Registered Accounting Firm (page 76)

 
We are asking our shareholders to ratify the appointment of EY as our independent registered public accounting firm for 2019. Below is a summary of the fees paid by us for services provided by EY during 2018 and 2017. For more information regarding the accounting firm and the responsibilities of our Audit Committee, see the discussion beginning on page 76.

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2019 Proxy Statement
11

PROXY SUMMARY

 
2018

2017

Audit fees
$
7,270,239

$
6,728,474

Audit related fees
428,049

391,273

Tax fees
255,019

249,310

All other fees
453,884

303,815

Total fees
$
8,407,191

$
7,672,872

The Board recommends you vote “FOR” this proposal.

Proposal 3 — Advisory Vote on Executive Compensation (page 79)

 

The Compensation and Human Resources Committee (“CHR Committee”) understands and appreciates the interest our shareholders have in our executive compensation program. In acknowledgment of that interest, and because we believe it essential to our commitment to sound governance, the CHR Committee seeks shareholder feedback regarding our overall compensation policies and practices relating to the compensation of our Named Executive Officers (“NEOs”). One way the CHR Committee receives shareholder feedback is through an annual, non-binding advisory “Say-on-Pay” vote.
Please review our Compensation Discussion and Analysis (“CD&A”), which begins on page 80, for a description of the actions and decisions of the CHR Committee during 2018 regarding our compensation programs, as well as the accompanying compensation tables and related narrative that begins on page 103, and cast your advisory vote regarding the compensation program for our NEOs.
Last year shareholders approved our executive compensation program, with 94.5 percent of the votes cast in favor of the proposal. The CHR Committee considers the say-on-pay
 
results and other shareholder feedback when approving plan design changes and pay decisions for future performance periods. The result of the shareholder vote in 2018, as well as votes in prior years, indicates strong support among shareholders for our pay-for-performance approach. Future votes cast will be closely monitored to ensure there is continued support for our pay programs and pay decisions among our shareholders.
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The Board recommends that you vote “FOR” this proposal.
2019 Executive Officers
Our current executive officers are listed below.
Name
Age
Position
John M. Turner, Jr.*
57
President and Chief Executive Officer
David J. Turner, Jr.*
55
Chief Financial Officer
John B. Owen*
58
Chief Operating Officer
C. Matthew Lusco*
61
Chief Risk Officer
Fournier J. Gale, III*
74
General Counsel and Corporate Secretary
Kate R. Danella
40
Head of Strategic Planning and Corporate Development
C. Keith Herron
55
Head of Corporate Responsibility and Community Engagement
David R. Keenan
51
Chief Human Resources Officer
Scott M. Peters
57
Head of Consumer Banking Group
William D. Ritter
48
Head of Wealth Management Group
Ronald G. Smith
58
Head of Corporate Banking Group

*Named Executive Officer

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2019 Proxy Statement

PROXY SUMMARY

Executive Compensation
 
2018 was a year of successful transition for Regions. John Turner was named CEO effective July 2, 2018, as our former CEO, Grayson Hall, transitioned into the role of Executive Chairman until his retirement on December 31, 2018. Additionally, the Company completed a strategic organizational simplification. Through this change, our NEOs’ leadership and execution of our strategic plan resulted in a 28 percent increase in net income available to common shareholders as compared to 2017. This financial performance is reflected in the compensation decisions made by the CHR Committee. The following is an overview of the compensation decisions made in 2018 and the performance-based nature of those decisions:
After reviewing NEO target pay levels in early 2018, the CHR Committee decided to leave Mr. Hall’s base salary and short-term incentive target unchanged from the previous year. Mr. J. Turner received a base salary increase in recognition of his January 2018 promotion to President, and John Owen received a 2.8 percent base salary increase in response to expanded responsibilities and Simplify and Grow leadership. The CHR Committee did not change the base salaries for the remaining three NEOs.
Annual short-term incentive target opportunities increased for all NEOs, with the exception of Mr. Hall.
The CHR Committee increased the long-term incentive targets for Mr. Hall and Mr. J. Turner. Though the long-term incentive targets did not change for the remaining NEOs, David Turner and Mr. Owen each received above-target long-term incentive awards.
On July 2, 2018, Mr. J. Turner was promoted to CEO of Regions. Prior to being named CEO, he was promoted to President of the Company in January 2018, served as the Head of the Corporate Banking Group from 2014 to 2017, and was the South Region executive for the preceding three years. Mr. J. Turner’s promotion is an example of Regions’ talent management process, which is designed to ensure our Company develops its executives to assume
 
greater responsibility and provides continuity of management.
The CHR Committee made two increases to Mr. J. Turner’s compensation target over the course of 2018. As mentioned above, the first occurred early in the year in recognition of his promotion to President. The second occurred in July 2018 upon his promotion to CEO.
Execution of our strategic plan yielded above-target corporate results for the year at 155 percent of our target expectations. Accordingly, the 2018 annual cash bonus payments for each of our NEOs increased compared to payments made in 2017.
Long-term incentive grants issued for the year continue to constitute a large portion of direct compensation for our NEOs, which aligns with our philosophy to create a strong tie between NEO and shareholder financial interests through sustaining positive performance over a multi-year period. Consistent with prior grants, the long-term incentives granted in 2018 include three components that are subject to the Company meeting certain safety and soundness criteria:
1.
Performance Stock Units (“PSUs”) that do not vest for three years and for which the ultimate value and amount are based on the future equity and financial performance of the Company.
2.
Performance Cash Units that do not vest for three years and for which the ultimate value and amount are based on the future financial performance of the Company.
3.
Restricted Stock Units (“RSUs”) that do not vest for three years.
For more information on these decisions, see the CD&A that begins on page 80.

The chart below shows the 2018 compensation mix expressed as a percentage of total direct compensation for Regions’ President and CEO, Mr. J. Turner, and other NEOs, as a group, excluding our former CEO and Executive Chairman, Mr. Hall.
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2019 Proxy Statement
13

PROXY SUMMARY

2018 Compensation Overview Table
 
 
 
Long-Term Awards($)
 
 
Name
Principal Position
Salary
Stock 
Awards
Non Equity
LTI Granted (Cash)
Annual
Incentive
Total
O. B. Grayson Hall, Jr.
Executive Chairman, former CEO
$
1,000,000

$
4,000,000

$
2,000,000

$
2,948,750

$
9,948,750

John M. Turner, Jr.
President and CEO
$
806,250

$
1,166,667

$
583,333

$
1,855,019

$
4,411,269

David J. Turner, Jr.
Chief Financial Officer
$
664,200

$
933,333

$
466,667

$
1,183,937

$
3,248,137

John B. Owen
Chief Operating Officer
$
695,150

$
933,333

$
466,667

$
1,263,088

$
3,358,238

C. Matthew Lusco
Chief Risk Officer
$
584,250

$
800,000

$
400,000

$
1,041,426

$
2,825,676

Fournier J. Gale, III
General Counsel and Corporate Secretary
$
584,045

$
800,000

$
400,000

$
1,020,911

$
2,804,956

The table above illustrates how the CHR Committee viewed NEO compensation for 2018. It differs from the Summary Compensation Table required by the SEC and included in the section Compensation of Executive Officers beginning on page 103 of this proxy statement. The principal differences can be summarized as follows:
The table above provides the entire value of the long-term incentive grants made to NEOs in 2018 through the “Long-Term Award” section. The annual grant consisted of three equal parts, RSUs, PSUs, and Performance Cash Units. Both the stock and non-equity (cash) portion of the 2018 grant is reflected in this table and is considered 2018 compensation by the CHR Committee.
Under rules established by the SEC, the Summary Compensation Table required to be included with our CD&A reports only the portion of the long-term incentive grant delivered in the form of stock equivalents in the year granted. Cash awards from the 2018 grant will not be reflected in the Summary Compensation Table until the year
 
they are earned, which, for 2018 grants, is December 31, 2020, to be paid in 2021. Similarly, the Summary Compensation Table reports the value of the cash performance portion of the 2016 long-term incentive grant in the “Non-Equity Incentive Compensation” column because the performance period for that award ended as of December 2018. As described on pages 93 and 94, the 2016 performance grant was earned at 125 percent of target. The value of this award is not included in this alternative table because it is considered by the CHR Committee to be compensation awarded for 2016 although subject to future performance criteria.
The Summary Compensation Table reports the change in pension value and nonqualified deferred compensation earnings, as well as all other compensation.
For more detail, refer to the CD&A beginning on page 80 of this proxy statement.




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2019 Proxy Statement

QUESTIONS AND ANSWERS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING & OTHER INFORMATION
Who is entitled to vote at the meeting, and what are my voting rights?

 
 
The Board set February 25, 2019, as the Record Date for the annual meeting. If you were a shareholder of record at the close of business on the Record Date, you are entitled to vote at the meeting.
As of the Record Date, 1,017,735,266 shares of our common stock were issued and outstanding and, therefore, eligible to be voted at the meeting. Holders of our common stock are entitled to one vote per share; therefore, a total of 1,017,735,266 votes are entitled to be cast at the meeting. There is no cumulative voting.
Holders of our Depositary Shares, each representing 1/40th interest in a share of our Non-Cumulative Perpetual Preferred Stock, Series A (the “Class A Depositary Shares”) or representing 1/40th interest in a share of our Non-Cumulative Perpetual Preferred Stock, Series B (the “Class B Depositary Shares”), are not entitled to vote at the annual meeting.
How many shares must be present to hold the meeting?

 
 
A majority of the outstanding shares of Regions common stock must be present, in person or by properly executed or otherwise documented proxy, to constitute a quorum at the annual meeting.
Abstentions and Broker non-votes will be counted for the purpose of determining whether a quorum is present. We urge you to vote promptly by proxy, even if you plan to attend the meeting, so we will know as soon as possible that enough shares will be present for us to hold the meeting.
What is a proxy statement, and what is a proxy?

 
 
In accordance with the federal securities laws and the regulations of the SEC, a proxy statement is a document we give to you, or provide you access to, when we are soliciting your vote.
A proxy is your designation of another person to vote your shares. Fournier J. Gale, III, our General Counsel and Corporate Secretary, and Hope D. Mehlman, our Chief Governance Officer, Assistant General Counsel, and Assistant Corporate Secretary, have been designated as the proxies to cast the votes of our shareholders at our 2019 Annual Meeting.
What is Notice and Access?

 
 
“Notice and Access” is an SEC rule that allows us to furnish our proxy materials over the Internet instead of mailing paper copies of the materials to each shareholder. As a result, beginning on or about March 11, 2019, we will send most of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials over the Internet and vote online.
The Notice of Internet Availability of Proxy Materials is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to in the notice.
Since 2012, when we started distributing our annual meeting materials under the SEC’s “Notice and Access” rule, we have printed roughly 90 percent fewer proxy statements and annual reports each year, helping us reduce our impact on the environment and printing and mailing expenses.
How can I access Regions’ proxy materials and annual report electronically?
  

This proxy statement, the Company’s 2018 Annual Report on Form 10-K, and the CEO’s Letter are available on the Investor Relations section of www.regions.com and at www.proxyvote.com, as set out in the Notice of Internet Availability of Proxy Materials.

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2019 Proxy Statement
15

QUESTIONS AND ANSWERS

How do I sign up for electronic delivery of proxy materials?
  
 
Most shareholders can elect to view our future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. You can choose to receive future proxy statements and annual reports electronically by following the prompt that will appear if you choose to vote through the Internet. Shareholders who choose to view future proxy statements and annual reports through the Internet will receive an email with instructions containing the Internet address of these materials, as well as voting instructions, approximately four weeks before future meetings.
If you have not already done so, we ask you to consider signing up to receive these materials electronically in the future by following the instructions after you vote your shares over the Internet. Enrolling in future electronic delivery of these materials reduces Regions’ printing and mailing expenses and environmental impact. This year, we are introducing an incentive for our retail shareholders to vote online and enroll in electronic delivery for future annual meeting materials. We will donate $1 to Junior Achievement USA for every retail shareholder account that votes online or enrolls in electronic delivery.
Benefits of Accessing Annual Meeting Materials Online
Immediate receipt of the proxy statement, Annual Report on Form 10-K, and related materials
It saves Regions and its shareholders money by eliminating the costs of printing and postage
Online proxy voting
Electronic documents are more convenient than paper
You will receive less mail and will not have to worry about misplacing your paper materials
It is much better for the environment
If you elect to view our proxy statement and annual report electronically and vote your proxy through the Internet, your enrollment will remain in effect for all shareholder meetings until you cancel it. To cancel, registered shareholders should visit http://enroll.icsdelivery.com/rf and follow the instructions to cancel enrollment. If you hold your shares in street name, check the information provided by your Broker for instructions on how to cancel your enrollment.
If at any time you would like to receive a paper copy of the proxy statement or annual report, email investors@regions.com, or write to:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Investor Relations
What is the difference between a “shareholder of record” and a “street name” holder or “beneficial owner”?

 
 
If your shares are registered directly in your name with Computershare, our transfer agent, you are considered the “shareholder of record” with respect to those shares. If your shares are held by a Broker, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name”, you will have the opportunity to instruct your Broker how to vote your shares. “Street name” shareholders may only vote in person if they have a legal proxy––if you intend to do so, be sure to request the legal proxy from your Broker promptly following receipt of these materials so there is enough time for it to be received before the meeting.
What is the deadline for voting?

If You Are:
And You Are Voting by:
Your Vote Must Be Received:
A shareholder of record
Mail or in person
Prior to the annual meeting
Internet, mobile device, or telephone
By 11:59 P.M. ET on April 23, 2019
A street name holder
Mail or in person
Prior to the annual meeting
Internet, mobile device, or telephone
By 11:59 P.M. ET on April 23, 2019
A participant in Regions 401(k) Plan
Mail
By April 20, 2019
Internet, mobile device, or telephone
By 11:59 P.M. ET on April 21, 2019
How do I vote?

 
 
If you have the ability to vote online, we encourage you to record your vote through the Internet to reduce corporate expenses.
The deadline for voting by telephone or through the Internet is 11:59 P.M., Eastern Time on April 23, 2019. If you vote by mail, your proxy card must be received by April 23, 2019. If your shares are held in street name, you may vote your shares before the meeting by

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2019 Proxy Statement

QUESTIONS AND ANSWERS

phone or over the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials you received or, if you received a Voting Instruction Form from your Broker, by mail after completing, signing, and returning the form you received. You should check your Voting Instruction Form to see if Internet or telephone voting is available to you. Although most Brokers offer telephone and Internet voting, availability and specific processes will depend on the Broker’s voting arrangements. See the Notice of Internet Availability of Proxy Materials or Voter Instruction Form for available options.
This year, we are introducing an incentive for our retail shareholders to vote online and enroll in electronic delivery for future annual meeting materials. We will donate $1 to Junior Achievement USA for every retail shareholder account that votes online or enrolls in electronic delivery.
Shareholders of record, and most beneficial shareholders, have several ways to vote:
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To vote with your mobile device (tablet or smartphone), scan the Quick Response Code that appears on your proxy card or Notice of Internet Availability of Proxy Materials (may require free software).
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To vote over the Internet, visit www.proxyvote.com and enter your 16-digit control number that appears on your proxy card, email notification, or Notice of Internet Availability of Proxy Materials.
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To vote by telephone, call 1-800-690-6903 and follow the recorded instructions. If you vote by telephone, you also will need your 16-digit control number that appears on your proxy card.
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If you request printed copies of the proxy materials be sent to you by mail, vote by proxy by filling out the proxy card and return it in the envelope provided to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
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Additionally, you may vote in person at the annual meeting. We will collect the ballots prior to the vote being finalized.
How do I vote shares held in the Regions 401(k) Plan?

 
If you are a participant in the Regions 401(k) Plan, you may direct the 401(k) Plan trustee how to vote your shares. Under the terms of the 401(k) Plan, the trustee votes all shares held by the 401(k) Plan, but each participant may direct the trustee how to vote the shares of Regions common stock allocated to his or her 401(k) Plan account. If you own shares through the 401(k) Plan and do not submit voting instructions, the 401(k) Plan trustee will vote the shares in accordance with the Board’s recommendations. To vote your shares held in the 401(k) Plan, follow the instructions above by 11:59 P.M., Eastern Time on April 20, 2019.
How do I vote shares held in the dividend reinvestment plan?

 
If you are a participant in the Computershare Investment Plan for Regions Financial Corporation (the “Dividend Reinvestment Plan”), the proxy card or electronic voting instructions cover all shares allocated to your account under the plan. If you do not return your proxy card, or vote by telephone or over the Internet, your shares in the Dividend Reinvestment Plan will not be voted. To vote your shares held in the Dividend Reinvestment Plan, follow the instructions above.
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Can I change my vote after submitting my proxy?

 
If you voted over the Internet or by telephone, you can change your vote by voting again over the Internet or by telephone before 11:59 P.M., Eastern Time on April 23, 2019.
You can revoke your proxy at any time before the vote is taken at the annual meeting by submitting written notice of revocation or a properly

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2019 Proxy Statement
17

QUESTIONS AND ANSWERS

executed proxy of a later date to our Corporate Secretary or by attending the annual meeting and voting in person.
Written notices of revocation and other communications about revoking a proxy should be addressed to:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Fournier J. Gale, III, Corporate Secretary
If your shares are held in street name, you should follow your Broker’s instructions regarding the revocation of proxies.
What if I do not specify how I want my shares voted?

 
If you requested printed copies of the proxy materials and sign and return your proxy card without giving specific voting instructions, your proxy will be voted in accordance with the Board’s recommendations.
Our telephone and Internet voting procedures do not permit you to submit your proxy vote without specifying how you want your shares voted.
How will my shares be voted if I don’t provide my proxy and don’t attend the annual meeting?

 
If you are a shareholder of record and do not provide a proxy or vote in person at the meeting, your shares will not be voted.
If you hold your shares through the Regions 401(k) Plan and do not vote your shares, your shares (along with all other shares in the 401(k) Plan for which votes are not cast) will be voted by the trustee in favor of Proposals 1, 2, and 3 (see above).
If you are a participant in the Dividend Reinvestment Plan and do not vote, your shares in the plan will not be voted.
If you hold your shares in street name and do not give your Broker instructions on how to vote your shares, your Broker may not vote on any proposal other than Proposal 2 (the ratification of appointment of EY as our independent registered public accounting firm for 2019).
Who pays the expenses of this proxy solicitation?

 
Our proxy materials are being distributed by our Board in connection with the solicitation of proxies for our annual meeting. We pay the entire cost of soliciting your proxy, including the cost of preparing, assembling, printing, mailing, and otherwise distributing the Notice of Internet Availability of Proxy Materials and these proxy materials, as well as soliciting your vote. In addition to solicitation of proxies by mail, we request that Brokers send proxies and proxy materials or Notice of Internet Availability of Proxy Materials to the street name/ beneficial owners of Regions common stock and secure their voting instructions. We will reimburse Brokers for their reasonable expenses in taking those actions.
We have made arrangements with Innisfree M&A Incorporated to assist us in soliciting proxies and have agreed to pay $15,000, plus reasonable and customary expenses, for these services. If necessary, we also may use several of our associates, without additional compensation, to solicit proxies from shareholders, either personally or by telephone, facsimile, email, or letter, on Regions’ behalf. If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated:  
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Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022.
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Shareholders may call Innisfree toll-free: 1-888-750-5834.
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Brokers may call Innisfree collect: 1-212-750-5833.
Who counts the votes?
  
 
We have engaged Broadridge Financial Solutions, Inc. to count the votes represented by proxies and cast in person by ballot and to act as Inspector of Election. A representative from Broadridge will be present at the annual meeting.


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QUESTIONS AND ANSWERS

When will the Company announce the voting results?
 
 
We will announce the preliminary voting results at the annual meeting. The Company will report the final voting results in a Current Report on Form 8-K filed with the SEC within four business days of the annual meeting.
What were the voting results of the 2018 Annual Meeting?
 
 
At Regions’ annual meeting held in 2018, the shareholders elected Regions’ 13 Director nominees, ratified the appointment of EY as the independent registered public accounting firm for 2018, approved executive compensation (“Say-on-Pay”), and approved the frequency of future advisory votes on executive compensation. The following is a summary of the voting on each matter presented to our shareholders last year:
Eligible Votes
1,122,744,800

 
Total Voted
949,895,966

85
%
Broker Non-Votes
146,284,621

13
%
Proposal
Votes “For”

 
Proposal
Votes “For”

Carolyn H. Byrd
99.64
%
 
John E. Maupin, Jr.
97.39
%
Don DeFosset
96.23
%
 
Charles D. McCrary
95.12
%
Samuel A. Di Piazza, Jr.
98.75
%
 
James T. Prokopanko
99.44
%
Eric C. Fast
99.66
%
 
Lee J. Styslinger III
95.80
%
O. B. Grayson Hall, Jr.
93.79
%
 
José S. Suquet
99.21
%
John D. Johns
97.27
%
 
Ratification of Selection of Auditors
97.11
%
Ruth Ann Marshall
99.66
%
 
Say-on-Pay
94.50
%
Susan W. Matlock
97.21
%
 
“Annual” Frequency of Say on Pay
96.70
%
Who can attend the annual meeting, and what are the rules for admission or voting at the meeting?
 
 
Only shareholders as of the Record Date or their authorized legal proxies are permitted to attend the annual meeting in person. Before being admitted to the meeting, you must present a valid, government-issued photo identification.
If you hold your shares through a Broker and you wish to vote in person at the meeting, you will need to bring a legal proxy to the meeting, which you must request through your Broker. Note that if you request a legal proxy, any proxy with respect to your shares previously executed by your Broker will be revoked and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.
You also must bring proof of your stock ownership as of the Record Date,
such as the Admission Ticket appearing on your proxy card, the Notice of Internet Availability of Proxy Materials,
or one of the alternative forms of meeting admission documentation, as applicable to you, listed below.
Shareholder of
Record
Beneficial (Street
Name) Holder
Proxy for Shareholder
of Record
Proxy for Street
Name/Beneficial Holder
Admission Ticket appearing on your proxy card or the Notice of Internet Availability of Proxy Materials; OR
Your Notice of Internet Availability of Proxy Materials; OR
A valid, written legal proxy naming you as proxy, signed by the shareholder of record; AND
A valid and assignable written legal proxy naming you as proxy; AND
The electronic e-mail addressed to you from ProxyVote.com; OR 
Your Voting Instruction Form for the 2019 Annual Meeting from your Broker; OR
The shareholder of record’s Admission Ticket appearing on the proxy card or the Notice of Internet Availability of Proxy Materials; OR
 
The legal proxy is signed by the street name holder’s Broker; AND
Verification at the registration desk that your name is listed in Regions’ list of shareholders of record as of the Record Date. 
A letter from your Broker confirming you owned Regions’ common stock as of the Record Date.
Verification at the registration desk that the shareholder is listed in Regions’ list of shareholders of record as of the Record Date.
One of the forms of meeting admission documentation in the name of the street name holder that would be required to admit the street name holder to the annual meeting.
At the entrance to the meeting, we will inspect your identification and admission documentation. If you do not have (i) a valid, government-issued photo identification and (ii) an admission ticket or one of the other forms of proof listed above showing that you owned, or that you are legally authorized to act as proxy for someone who owned, shares of our common stock as of the Record Date,

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QUESTIONS AND ANSWERS

you will not be admitted to the meeting. The annual meeting will begin at 9:00 A.M., local time. Please allow ample time for the admission procedures described above. Admission to the annual meeting will be on a first-come, first-served basis as there is limited seating available. There may also be limited parking available as well.
Individuals with a disability requesting assistance should contact Regions’ Disability Services and Outreach Manager, Kathy Lovell, by email at kathy.lovell@regions.com, by phone at 205-264-7495 or toll-free at 1-800-370-5087, or by Regions’ telecommunications device for the hearing impaired and the deaf (TTY/TDD) toll-free at 1-800-374-5791.
For security reasons, no large bags, backpacks, briefcases, or packages will be permitted in the annual meeting, and security measures will be in effect to provide for the safety of attendees. The use of any electronic devices such as cameras (including mobile phones with cameras), recording devices, smartphones, tablets, laptops, and other similar devices is strictly prohibited.
How do I inspect the list of shareholders of record?

 
A list of the shareholders of record as of the Record Date will be made available for inspection at our headquarters during ordinary business hours from April 12, 2019, to April 23, 2019, as well as at the annual meeting. If you would like to review the list prior to the annual meeting, please contact the Chief Governance Officer at 1900 Fifth Avenue North, Birmingham, Alabama 35203 to arrange a time for inspection.
How do I submit a shareholder proposal for Regions’ 2020 Annual Meeting of Shareholders?

 
In accordance with the Rule 14a-8 of the Exchange Act, shareholders who wish to present proposals for inclusion in our proxy materials for Regions’ 2020 Annual Meeting of Shareholders must submit their proposals to our Corporate Secretary as follows:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Fournier J. Gale, III, Corporate Secretary
Proposals must be received by November 12, 2019, and must comply, in all respects, with applicable rules of the SEC. As the rules of the SEC make clear, however, simply submitting a proposal does not guarantee its inclusion.
How do I submit a shareholder nomination for the 2020 Annual Meeting of Shareholders using the proxy access provisions of Regions’ By-Laws?

 
Regions’ Board previously adopted Article II, Section 8, “Stockholder Nominations Included in the Corporation’s Proxy Materials,” of our By-Laws (“Proxy Access By-Law”). Our Proxy Access By-Law permits a shareholder, or a group of up to 20 shareholders, owning 3 percent or more of the outstanding shares of common stock for at least three years to nominate and include in Regions’ proxy materials nominees constituting up to two individuals or 20 percent of the Board (whichever is greater); provided, however, the shareholders(s) and nominee(s) must satisfy the requirements specified in our Proxy Access By-Law.
Pursuant to our Proxy Access By-Law, to be timely for inclusion in Regions’ proxy materials for our 2020 Annual Meeting, our Corporate Secretary must receive the shareholder’s notice to nominate an individual for election using Regions’ proxy materials between October 10, 2019, and November 12, 2019. Such notice must contain the information required by our Proxy Access By-Law, and the shareholder(s) and nominee(s) must comply with the information and other requirements in our Proxy Access By-Law.
How do I submit a shareholder nomination or other proposal in accordance with Regions’ By-Laws for the 2020 Annual Meeting of Shareholders?

 
Regions’ By-Laws include provisions requiring advance notice of a shareholder’s nomination of persons for election to the Board or the proposal of other business to be considered by the shareholders, even if not to be included in our 2020 proxy statement.
To be timely outside of Rule 14a-8 of the Exchange Act, such notice must be delivered no earlier than November 8, 2019, and no later than December 9, 2019, for our 2020 Annual Meeting. However, in the event that: (a) the number of Directors to be elected to the Board at the 2020 Annual Meeting is increased by virtue of an increase in the size of the Board and (b) the Company has not publicly disclosed by January 15, 2020, either (i) all of the nominees for Director at the 2020 Annual Meeting or (ii) the size of the increased Board, then such notice will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it has been delivered no later than the close of business on the 10th day following the first date all of such nominees or the size of the increased Board has been publicly announced or disclosed.
 

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QUESTIONS AND ANSWERS

Pursuant to our By-Laws, a shareholder’s notice regarding nomination for election as a Director shall set forth the following information as to each proposed nominee:
All information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act.
A statement signed by the candidate confirming that the candidate:
will serve if nominated by the Board and elected by the shareholders;
consents to being named in the proxy statement as a nominee;
will comply with the Company’s Code of Business Conduct and Ethics, General Policy on Insider Trading, Corporate Governance Principles, and any other rule, regulation, policy, or standard of conduct applicable to the Directors; and
will provide any information required or requested by the Company or its subsidiaries, or banking or other regulators, including, without limitation, all information requested by the form of Directors questionnaire used by the Company.
Whether each nominee is eligible for consideration as an independent director under the relevant standards contemplated by Item 407(a) of Regulation S-K under the Securities Act, and the relevant listing standards of any exchange where the Company’s equity securities are listed.
As to the proposal of business that the shareholder proposes to bring forth before the meeting (other than nominations of persons for election to the Board), such shareholder’s notice must include:
The text of the proposal to be presented, including the text of any resolutions to be proposed for consideration by shareholders;
A brief written statement of the reasons why such shareholder favors the proposal; and
Any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made.
 
Any notice regarding nominations for Director or other proposal of business must include the following information:
As to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
The name and address of such shareholder, as they appear on the Company’s books, and of such beneficial owner;
A representation that the shareholder is a holder of the Company’s voting stock (including the number and class or series of shares held);
With respect to nominations, a disclosure of any hedging or other arrangement with respect to any shares of the Company’s stock (including any short position on or any borrowing or lending of shares of stock) made by or on behalf of the shareholder (i) to mitigate loss to or manage risk of stock price changes for the shareholder or (ii) to increase or decrease the voting power of the shareholder; and
With respect to nominations, a description of all arrangements or understandings among the shareholder and the candidate and any other person or persons (naming such person or persons and including any person that may be deemed to be acting in concert with such shareholder under applicable federal or state securities or banking laws) pursuant to which the proposal is made by the shareholder.
The names and addresses of any other shareholders or beneficial owners known to be supporting such nomination or proposal of business by the proposing shareholder on whose behalf the nomination or proposal is made.
Proposals and nominations should be addressed to our Corporate Secretary as follows:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Fournier J. Gale, III, Corporate Secretary
How do I recommend a candidate for directorship to be considered by the NCG Committee outside of the By-Laws?

 
The NCG Committee considers recommendations for directorship submitted by shareholders and other parties outside of our By-Laws. Recommendations for directorships may be submitted to the NCG Committee at any time by sending the candidate’s information to our Corporate Secretary at the below address. You should provide as much relevant information about the candidate as possible.
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Fournier J. Gale, III, Corporate Secretary
 


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2019 Proxy Statement
21

QUESTIONS AND ANSWERS

How do I have my dividend check automatically deposited into my bank account?

 
 
If you are a shareholder of record and do not participate in the dividend reinvestment plan, we encourage you to sign up for direct deposit of your dividend check rather than receiving a paper check. You can do so by logging into your Computershare account through their website and updating your “payment method” under your profile. Doing so will reduce the Company’s quarterly printing and mailing expenses and reduce our paper usage.
Forward-looking statements

 
 
This proxy statement, other reports filed by the Company under the Exchange Act, and any other written or oral statements made by us or on our behalf to analysts, investors, the media, and others, may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The words “future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “predicts,” “potential,” “objectives,” “estimates,” “expects,” “targets,” “projects,” “outlook,” “forecast,” “would,” “will,” “may,” “might,” “could,” “should,” “can,” and similar terms and expressions often signify forward-looking statements. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results, or other developments. Forward-looking statements are based on management’s current expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, and because they also relate to the future they are likewise subject to inherent uncertainties and other factors that may
 
cause actual results to differ materially from the views, beliefs, and projections expressed in such statements. Therefore, we caution you against relying on any of these forward-looking statements.
You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible to predict all of them. We assume no obligation to update or revise any forward-looking statements that are made from time to time, either as a result of future developments, new information, or otherwise, except as may be required by law.
See also the reports filed with the Securities and Exchange Commission, including the discussions under the “Forward-Looking Statements” and “Risk Factors” sections of Regions’ Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC and available on its website at www.sec.gov.
Trademark information

 
 
Regions®, the Regions logo, and the LifeGreen bike are registered trademarks of Regions Bank. The LifeGreen color is a trademark of Regions Bank. Other words or symbols in this proxy statement that identify other parties’ goods or services may be trademarks or service marks of those other parties.
Information not incorporated into this Proxy Statement

 
 
Information contained on our website at www.regions.com or www.doingmoretoday.com is not and shall not be deemed to be a part of this proxy statement by reference or otherwise incorporated into any other filings we make with the SEC, except to the extent we specifically incorporate such information by reference.

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2019 Proxy Statement

CORPORATE PURPOSE, CULTURE, AND ESG

CORPORATE PURPOSE, CULTURE, AND ESG
Strength of our Corporate Culture

 
Corporate culture is the way the people in an organization think, feel, and behave. It is distinct, self-reinforcing, and very well may be the most powerful force in a company. When you pair a strong corporate culture with a mission and purpose aimed at making life better and creating shared value, as we have at Regions, the result is a foundation that allows us to meet our objective of generating consistent, sustainable long-term performance.
Our Mission and Purpose
 
There are many elements of Regions’ corporate culture, but the key element is a shared passion for our mission to make life better for our customers, shareholders, associates, and communities by creating shared value. Our mission defines our corporate purpose and answers the question, “What do we want to accomplish as we work together?”
Our mission is to achieve superior economic value for our shareholders over time by making life better for our customers, our associates, and our communities and creating shared value as we help them meet their financial goals and aspirations.
Our Vision Statement

Regions aims to be the premier regional financial institution in America through being deeply embedded in its communities, operating as one team with the highest integrity, providing unique and extraordinary service to all of its customers, and offering an unparalleled opportunity for professional growth for its associates.
Our vision statement is an aspiration, and it defines our future. It is meant to guide what we do, where we do it, and how we will execute. We aim to achieve our vision by providing expert financial advice, guidance, and education to customers; building well-developed business plans that we execute with discipline; building on a foundation of integrity and trust throughout our business; delivering excellent customer service and convenience; and offering our associates the opportunity to grow professionally and be part of an outstanding team.
Our Values

At Regions, our values reflect the ethics and commitment of our associates. We believe how we reach our potential and create shared value is just as important as what we achieve. While a company may claim corporate ideals or adopt a lofty vision statement, ultimately it is a company’s associates who must embody those ideals in order to make the company’s vision a reality. Our values guide our day-to-day life, how we treat customers and each other, and the expectations we have for ourselves.
At Regions, we strive to use our corporate values as a lens through which decisions should be made. We believe it is more appropriate to look first at customer needs rather than the products or services we can offer. Our approach of “Getting to Know Your Customer” before offering our solutions is, we believe, the right way to do business. Our values are the statement of how we will do business; they are a promise and a measuring stick against which to judge our behavior and results.
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Put people first. Have respect for every person. Listen. Care. Serve others before yourself. Build the best team. Be inclusive. Work as one team. Balance work in a full life. Lead humanely. Set the good example. And remember to say thank you.
Do what is right. Always. Be honest. Do what you say. Use common sense. Stand for quality and integrity. Take the long view. Earn trust. Be responsible and accountable.
Focus on your customer. Serving the customer as one team, in an exceptional way, is our business, our only business. Know your customer. Serve your customer. Be committed. Understand needs. Meet needs. Make your customer’s life better by what you do. Create shared value.
Reach higher. Grow. Our company must grow, and we must grow prudently. Raise the bar. Be energetic. Be innovative. Achieve excellence. Improve continuously. Inspire and enable others. Succeed the right way. Improve efficiency and effectiveness.
Enjoy life. Have fun. We are in the business of banking. But more importantly, we are in the business of life. Enjoy it. Laugh. Be creative. Celebrate. Recognize success.

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CORPORATE PURPOSE, CULTURE, AND ESG

Alignment of Corporate Culture with Long-Term Strategy
 
Regions’ strong corporate culture is founded on the idea that creating shared value for all stakeholders—customers, shareholders, associates, and communities—is the right way to operate our business. This culture is a strength that we believe uniquely positions us to execute against our strategic plan to generate consistent, sustainable long-term performance. As we strengthen our culture, we build an organization that is more balanced, more diverse, more inclusive, and more thoughtful. We enhance our customer service quality, increase associate engagement, and create a strong risk management culture.
Leaning into our corporate culture and teams, along with our excellence in customer service, are fundamental to us achieving our strategic plan. Our strategy is anchored in our unique strengths, which include our bankers and associates, culture, markets, risk management processes, and how we deliver superior customer service.
 
Customer Experience
 
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Customer service is the hallmark of our business, and our consistent commitment to delivering a positive customer experience has resulted in the Company receiving top-ranked satisfaction scores by third-party organizations. Both our strategic priority to Focus on the Customer and Regions360 put customer needs at the center of our relationship. We focus on providing trustworthy financial advice and relevant products that meet the needs of our customers and help them make better financial decisions. Our bankers identify customers’ financial goals through quality conversation, provide practical and balanced solutions, and introduce expertise by bringing the right bank partners to help meet complex needs with a “one bank, one team” approach.

 
 
 
 
Team
 
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One of our strategic priorities is to “Build the Best Team” because we recognize that our associates enable our success. We work to recruit, retain, and develop a diverse group of talent, and we invest in their success through professional and leadership development.
Our associates go above and beyond what is required to serve our customers and communities, and while associate appreciation takes place throughout the year, we set aside time to specifically recognize them. The Better Life Award is the top award given to associates for outstanding dedication to customers and the community, as well as job performance. It is awarded monthly, and our CEO honors the recipient at a meeting broadcast to offices throughout our footprint. During Evergreen Week, managers thank associates for their hard work and dedication, celebrate how associates work together to deliver the best results in the right way, and show appreciation for associates’ unique talents and contribution to the Company. Outside of these formal recognitions, managers are encouraged, and are provided with the tools, to engage their associates throughout the year. In addition, Regions encourages associates to volunteer in their communities, and each year we provide them with a day of Company paid time off to volunteer, called What A Difference A Day MakesSM. Due to our efforts to engage associates and build a strong culture, Regions received the Gallup Great Workplace Award for the fourth year in a row in 2018.
We also understand that diversity and inclusion create a healthier workplace and a stronger culture. In 2018, we hired a Head of Diversity and Inclusion, and her initial efforts have focused on encouraging dialogue throughout the Company on diversity and inclusion, as well as building strategies to help us attract, develop, and retain diverse talent.
 
 
 
 
Risk Management
 
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Regions has built a strong risk culture and we emphasize the Company’s strategic priority to Enhance Risk Management. Our risk culture is supported by a risk governance process, clear “tone at the top,” associate ownership, escalation expectations and open communication, and in-depth training. Risk Ownership and Awareness is one of our core foundational disciplines that helps make risk management a part of who we are, and makes every associate responsible for risk management.

 
Board Oversight of Corporate Culture
Historically, Board oversight of various aspects of human capital management and corporate culture was decentralized. In 2018, the Board and management determined that centralizing oversight of these topics would be an opportunity to simplify the governance structure and provide for more effective and efficient oversight. It was determined that the Compensation Committee was best positioned to enhance its oversight efforts. The Compensation Committee was given additional responsibilities to oversee the development, implementation, and effectiveness of Regions’ strategies and policies regarding corporate culture and other human capital management functions, including: (i) associate conduct, engagement, and career progression; (ii) diversity and inclusion initiatives and results; (iii) talent acquisition, development, and retention; (iv) performance management; and (v) employment practices. This committee was also renamed the Compensation and Human Resources Committee to reflect its expanded purpose.
The CHR Committee assumed its expanded oversight responsibilities in February 2018. A new human capital management topic has been introduced in subsequent meetings. Topics covered to date include: Simplify and Grow, associate conduct, associate retention, and diversity and inclusion.

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2019 Proxy Statement

CORPORATE PURPOSE, CULTURE, AND ESG

2018-2019 Recognitions

Thanks to our talented and dedicated team, Regions received industry recognition throughout 2018-2019, including:
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Named to Barron’s 2019 100 Most Sustainable Companies List
 
 
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Regions stock named a Top Socially Responsible Dividend Stock by Dividend Channel
 
 
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Included in the JUST ETF and ranked 5th in JUST Capital’s ESG ranking of banks (out of 47 banks)
 
 
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Named 2018 Gallup Great Workplace Award winner for the fourth consecutive year
 
 
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Named to Forbes Best Employers for Diversity 2019 List
 
 
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Recognized by 2020 Women on Boards for having 20 percent or more gender diversity on our Board
 
 
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WomenInc. recognized Directors Carolyn H. Byrd and Ruth Ann Marshall among the 2018 most influential corporate directors
 
 
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Director José S. Suquet was recognized in the Latino Leaders magazine’s annual index of the top Latinos on Boards 
 
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Directors Carolyn H. Byrd, John E. Maupin, Jr., and Timothy Vines were recognized in Black Enterprise’s 2018 Registry of Corporate Directors
 
 
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Earned Junior Achievement’s Bronze-level President’s Volunteer Service Award for 2017-2018 program year
 
 
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Received 2018 Javelin Trust in Banking Leaders Award
 
 
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Awarded the Highest Rated Traditional Bank in the 2018 Market Force US Banking Study
 
 
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Recognized by the Temkin Group, for the fifth straight year, as a top performer in its Customer Experience Rankings
 
 
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Received Barlow CAMEL Award for Small Business Banking
 
 
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Recognized by Greenwich Associates for Outstanding Customer Service in Private Wealth Management
 
 
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Received 22 additional Greenwich Excellence Awards in Middle Market and Small Business Banking
Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers

Great reputations are built on relationships that inspire trust. At Regions, we have relationships with customers, associates, vendors, and the communities where we work and live. In every one of these relationships, Regions must be regarded as trustworthy and fair. By having a strong Code of Conduct, we demonstrate that “doing what is right” is not just a slogan—it is the way we do business.
While the Code of Conduct does not address every potential issue or situation that may arise, it offers associates general guidance on appropriate behavior. The Code of Conduct is designed to provide guidance and resources to help ensure, among other things, that:
Regions and its associates remain in compliance with all applicable laws and regulations;
Regions is a safe and nondiscriminatory place to work and do business;
Confidential and proprietary information is protected;
Inappropriate gifts or favors are not accepted or given; and
Conflicts of interest are avoided.
The Code of Conduct emphasizes Regions’ belief that diversity in our workforce is critical to our success, confirms our commitment to a work environment free from harassment and discrimination, and explains that our “zero tolerance for violence” mandate seeks to prevent all forms of violence, including verbal assault and harassment.
As part of the CHR Committee’s expanded purpose, the annual review of the Code of Conduct has been transitioned from the NCG Committee to the CHR Committee.
 
Raising Issues and Reporting Violations
Regions encourages and expects all associates to raise ethical concerns about matters such as accounting, internal controls, auditing, discrimination, and harassment, as well as report violations or suspected violations of laws or regulations, the Code of Conduct, or other Regions policies or procedures. Regions offers several channels through which associates and others may raise ethical concerns and report associate misconduct: through HR Connect via either telephone or email; to our Office of Associate Conduct (“OAC”); or anonymously by calling the Report It! Hotline or submitting a Report It! complaint online.
The Report It! Hotline is a toll-free number that is available 24 hours a day, seven days a week, 365 days a year. The Report It! Hotline is highlighted in multiple annual training courses required to be taken by Regions’ associates. Regions uses an outside third party to receive and catalog Report It! complaints.
All matters involving associate misconduct are promptly investigated by the OAC, in conjunction with other business and support groups as needed. Investigations protect confidentiality to the extent possible, and remedial action is taken when appropriate.
Regions does not permit retaliation of any kind for good-faith reports of ethical violations or misconduct of others.


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The Code of Conduct also contains several provisions that serve to regulate certain transactions and other business activities by our associates and Directors and to guide them in avoiding situations that could be viewed as actual or perceived conflicts of interest. For example, the Code of Conduct prohibits activities that could be construed as self-dealing.
A material departure from a provision of the Code of Conduct by an executive officer, a Director, or a Senior Financial Officer (as defined below) may be waived only by the Board, and any such waiver will be promptly disclosed as required by any applicable law, rule, or regulation.
To ensure associates understand the purpose of the Code of Conduct and how to report possible violations or potentially suspicious behavior by customers, other associates, or vendors, Regions requires all associates to complete “Business Conduct and Ethics” training upon being hired and annually thereafter.
In addition, the Ethics Council is responsible for enforcing our standards of conduct and considering all potential violations of the Code of Conduct that could have a material effect on Regions, including matters involving executive-level associates. The Council meets quarterly, or more frequently if needed, and provides a quarterly report to the CHR Committee on all matters presented to the Council, as well as an annual report on the overall status of Regions’ ethics objectives.
Vendor Code of Conduct. We see our vendors and suppliers of goods and services as an extension of Regions. Therefore, we expect our vendors to maintain our same high standards of integrity, operate responsibly, and support our mission of creating shared value.
 
In early 2019, we adopted a Vendor Code of Conduct, which reiterates the expectation that vendors adhere to all applicable provisions of the Regions Code of Conduct. The Vendor Code of Conduct also sets forth expectations for working conditions, human rights, ethical business practices, and environmental conservation. At a minimum, Regions requires its vendors and their subcontractors to fully comply with all laws and regulatory requirements applicable to their business activities. However, we seek to do business with vendors that go beyond legal compliance and help us achieve our commitments to environmental and social objectives.

Code of Ethics for Senior Financial Officers. Senior Financial Officers are bound by the provisions set forth in the Code of Conduct relating to, among other topics, ethical conduct, conflicts of interest, and compliance with laws and regulations. The Board has, however, adopted a separate Code of Ethics for Senior Financial Officers that supplements the Code of Conduct and applies to Regions’ CEO, CFO, and the Principal Accounting Officer and Controller (the “Senior Financial Officers”). This Code of Ethics for Senior Financial Officers may be found on the Investor Relations section of our website at www.regions.com.

We will disclose any amendments or waivers with respect to the Code of Ethics for Senior Financial Officers on our website.

Respect in the Workplace and No-Harassment Policy

 
Over the last few years, high-profile individuals across several industries have been the subject of highly publicized sexual harassment and misconduct allegations. We remain confident that we have a strong, positive culture of respect at Regions that is the product of sound policies and practices; however, we recognize we cannot be complacent. Continuing to maintain a culture of respect will require us to remain focused.
Our culture is the result of years of a strong “tone at the top” and efforts to create and maintain a robust, effective risk framework that reflects our values, especially the values “Put People First” and “Do What is Right.” Our Code of Conduct and written policies form the foundation of this framework.
No-Harassment Policy and Personal Relationship Policy. Our No-Harassment Policy applies to associates, customers, and vendors and prohibits any form of harassment based on race, sex, national origin, age, disability, religion, sexual orientation, gender identity, pregnancy, protected veteran status, genetic information, or any other characteristic that is protected by applicable law. It clearly defines “sexual harassment” and what conduct is prohibited. It states that associates have a duty to immediately report harassment and that reporting harassment is a must at Regions. It also states our commitment to providing a work environment that is free from harassment and that fosters our associates’ ability to devote their full attention and best efforts to their jobs.
 
What We Have Done 
Ÿ
Our Board has set the “tone at the top” that we maintain a workplace culture where all associates are treated with dignity and respect.
Ÿ
Expanded the purpose of the CHR Committee to include oversight of human capital management.
Ÿ
Our CEO frequently communicates to all associates reinforcing the expectation of a strong, ethical culture and “doing the right thing.” This message is also reinforced during monthly Company-wide Officers’ Meetings.
Ÿ
Our Board has challenged each aspect of our successful anti-harassment program—which includes policies, training, and practices.
Ÿ
The Office of Associate Conduct oversees the handling, investigation, and resolution of associate complaints, and these findings are reported to the Board and Committees regularly.
Ÿ
Review our baseline of sound policies, including the No-Harassment Policy, No-Retaliation Policy, and Personal Relationships Policy, as well as our procedures and channels for raising complaints, to make certain they continue to be effective and clear.
Ÿ
Review our “Respect in the Workplace” training for enhancements to meet and exceed best practices.

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To address the risks created by a consensual relationship between associates, including the risk of sexual harassment, we also have a Personal Relationships Policy that requires associates to report these relationships and provides that an associate may not occupy a position in the same department as, work directly for, or supervise another associate with whom he or she is involved.
We want our associates to be clear on what our policies prohibit and to feel comfortable reporting violations. Our policies provide multiple examples of what is prohibited at Regions and give associates different avenues to make a report, including an anonymous option. Associates are assigned “Respect in the Workplace” training as a supplement to our “Business Conduct and Ethics” annual training to ensure associates understand our policies.
 
No-Retaliation Policy. This policy complements the No-Harassment Policy by strictly prohibiting retaliation against associates who make good-faith reports of potentially unethical, unlawful, or illegal conduct.
To ensure associates are comfortable reporting potential policy violations, we protect the confidentiality of complaints to the extent possible. Regardless of the method used to report a complaint, the OAC is notified to ensure that harassment and misconduct complaints are investigated promptly and fairly. This oversight by the OAC helps ensure that our preventative measures and complaint handling and resolution efforts are effective.
At Regions, doing the right thing is not just platitude; it is at the heart of all we do. Our actions have yielded positive results in the form of a culture that reflects our values, and we will continue to review our processes and policies to ensure their effectiveness.
Talent Management and Associate Development & Well-Being

 
Talent Management
We believe that we are only as strong as our associates. This is why one of our strategic priorities is Build the Best Team. In order to build that team, it is necessary for us to identify talent during the recruitment processes and invest in our associates’ professional development once they join Regions. Throughout an associate’s career we emphasize professional development through opportunities such as technical, individual, management, and leadership training programs; formal talent and performance management processes; and sustainable career paths. Regions does not want to simply provide jobs. We are one team, focused on investing in the careers, lives, and well-being of our teammates.
Talent management and associate development must evolve with the expectations of the emerging workforce and our organizational strategy. The Emerging Talent Program (formerly known as the Management Associate Program) is an important talent management tool that sources a diverse pool of talent from various colleges and universities in the communities we serve. The program focuses on localized, experiential development that includes progress points and ongoing enrichment activities designed to prepare individuals for future roles in the organization. Many associates begin their journey by evaluating their interest in the Company through one- or two-year internships. Where Company and personal interests align, associates are offered full-time positions for the following year. In 2019, we plan to expand our sourcing efforts to include internal junior talent for some of our business unit programs.
Preparing for a Changing Work Environment. Automation, cognitive technologies, and the open talent economy are reshaping the future of work, and Regions is committed to preparing our workforce for a rapidly changing environment. Reskilling and upskilling our workforce is crucial to staying competitive and to retaining valued associates.
We implemented learning solutions intended to help our associates become future work-ready and to gain the skills they will need in tomorrow’s workplace. The “B3”—Build the
 
Technology advancements and automation are having a profound impact on how banks operate and the way in which they interact with customers. While we recognize the importance of technology to enrich every customer experience, we believe our associates remain our greatest competitive advantage. For this reason, we will continue to invest in our people, so that they are empowered with the best skills and tools— including digital technologies—to more efficiently and effectively meet the evolving needs of our customers.
                         - John Owen, Chief Operating Officer
Best Banker—program is a series of learning solutions that prepares bankers to help customers make better financial decisions. Even as digital capabilities transform our industry and consumers increasingly transact more using technology, we believe technology enhances the value of a personal, trusted relationship between the customer and a banker. B3 learning journeys equip bankers to meet the needs of our customers today and into the future.
Technology associates at Regions have access to over 5,000 courses on-demand that offer intensive learning in application development, IT operations, security, and technology architecture. This learning solution also offers professional development for the data and business professional. In addition, almost all associates may access a full suite of courses regardless of whether the application is needed in their current role. In addition to helping our associates become future work-ready, Regions believes that associates benefit from being “change-ready” and has developed a series of courses that address change readiness and barriers to willingness to change. The series also guides associates through problem-solving and provides a roadmap and tools for moving through change.

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While Regions has made considerable investments in the development of our associates, our focus on continuous improvement has led us to identify and acquire a learning experience platform that connects learners with opportunities to acquire even more skills for tomorrow’s marketplace. A learning experience platform creates an “ecosystem” of learning resources using data science and algorithms. The ecosystem provides curated learning paths that connect associates to Regions’ proprietary content, vendor-provided content, and open source content, based on the associate’s critical skills and role requirements, personal interests, and career aspirations. The ecosystem equips associates to build, measure, and communicate their skills.
Associate Well-Being
In 2018, we raised our entry-level wage to $15 an hour. However, we recognize that an associate’s well-being is impacted by more than their cash compensation. As such, we provide a comprehensive and competitive benefits program. Benefits include significant Company contributions to health, disability, and life insurance, as well as a robust retirement program, which we enhanced in early 2019 by increasing our 401(k) Plan matching contribution from 4 to 5 percent. This is in addition to the annual 2 percent contribution that Regions makes for all eligible associates who are not in the Regions Financial Corporation Retirement Plan (a defined benefit plan closed to new participants), regardless of whether or not they contribute to the Plan. To encourage associates to save for retirement, associates are automatically enrolled in the 401(k) Plan. Currently, more than 90 percent of Regions’ associates participate in the Plan.
 
We also expanded our paid parental leave policy to further reflect our commitment to families and the importance of work-life balance. Birth mothers now receive 12 weeks of leave with full pay, and birth parents, including domestic partners, and adoptive parents receive six weeks of leave with full pay. Associates are not required to use sick time as part of their paid parental leave.
We continue to invest in our associates’ well-being and financial wellness by:
 
 
Ÿ
Focusing on making our associates retirement-ready by increasing the 401(k) Plan matching contribution from 4 to 5 percent, in addition to the annual 2 percent contribution that all eligible associates receive.
Ÿ
Supporting new parents by enhancing our parental leave policy to provide birth mothers with 12 weeks of fully paid leave and birth and adoptive parents with six weeks of fully paid leave.
Ÿ
Providing career paths and professional growth opportunities for our team and raised the starting wages to $15 an hour.
We also recognize that situations and challenges outside the workplace impact the well-being of our associates. To meet the life needs of our associates, Regions offers a free employee assistance program, health and wellness programs, and financial planning tools to assist associates with their financial and retirement preparations. We believe it is important for our associates to secure their financial futures as they consistently strive to assist our customers in securing their financial goals.
Diversity and Inclusion

 
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John Turner, President and CEO of Regions, discusses the benefits of a diverse and inclusive workplace with Clara Green, Head of Diversity and Inclusion for Regions as part of the “Conversations with Clara” series.
The success of our business depends on people, which is why Build the Best Team is one of our most enduring strategic priorities. We believe the best teams are diverse teams, and we are committed to creating an environment where all associates are included and have a sense of belonging.
In 2018, to further solidify this commitment, Regions created a Diversity and Inclusion Center of Expertise in our Human Resources Group, led by our Head of Diversity and Inclusion.
 
The addition of this role is a continued step in building a strong diverse culture that fosters a sense of inclusion and belonging across all levels of our organization.
The Diversity and Inclusion Center of Expertise develops and implements actionable programs and initiatives focused on attracting and retaining qualified diverse talent, as well as identifying and developing our internal diverse talent pipeline. Additionally, the Center drives training and incorporates best practices that build a culture of inclusion.
In addition, we have a Regions Diversity Network, a cross-section of associates from all levels of the Company who work together to advance our comprehensive diversity strategy and create greater multicultural awareness within Regions. In 2017 we established Diversity Network chapters in the Midwest, Texas, and South Florida, and we are preparing to form new chapters across our footprint in 2019. Our diversity and inclusion efforts are also supported by the Regions Diversity Advisory Council, which comprises academic, community, and business leaders who offer us an objective perspective on diversity and inclusion in the workplace and marketplace.
Our commitment to diversity and inclusion is supported by executive management and associates and is overseen by the CHR Committee. We understand that our strategic approach to diversity and inclusion is not only a business imperative, but the right thing to do.

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Community Engagement

  
Our commitment to community engagement reflects our mission to make life better and create shared value for our customers, associates, shareholders and the communities we call home. We bring that mission to life by investing our time and resources in programs that bring our customers and communities closer to achieving their financial goals.
In 2018, building on our legacy of community support, we laid important groundwork for a purpose-led and performance-driven approach to community engagement. We formed the Corporate Responsibility and Community Engagement team to address local community development needs, promote inclusive economic growth, and share the Regions story with our stakeholders.
As an organization, we are committed to helping individuals, families, and businesses overcome barriers to their financial success. To more effectively address these barriers, we are focusing our community investments in three community engagement priorities that not only address community and customer needs, but that also align with the skills and talents of our associates and the core values of our Company: economic and community development, education and workforce readiness, and financial wellness. These same priorities are used to guide grantmaking made by the Regions Foundation, which Regions endowed with a total of $100 million since the end of 2017.
By leveraging all the tools at our disposal—and concentrating on the areas where we can have the most meaningful and measurable impact—we are well-positioned to continue Doing More today and into the future.
 
Strategic and Disciplined Investments
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Economic and Community Development
Revitalize low- and moderate-income neighborhoods and assist communities with affordable housing, job creation, and small business development.
Education and Workforce Readiness
Increase access to opportunities through programs that strengthen education quality, advance teacher training, increase K-12 student competency, foster college success, and build workforce skills.
Financial Wellness
Help families achieve financial security through programs that teach people how to save more, spend wisely, and manage credit in a productive way.
Additional details about Regions’ community investments can be found in our Community Engagement Highlights, available on the Investor Relations section of Regions’ website.

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Financial Education
Regions delivers on its financial education commitment through a variety of in-person and digital channels. In 2018, Regions’ financial education programming was positioned as Regions Next StepSM. Through this program, Regions:
Delivered in-person financial education in classrooms, workplaces, and communities. With trained facilitators in every branch, the Next Step Elevate team delivered more than 94,000 presentations that included financial education during the year throughout our footprint. As part of this program, we reached 28,805 high school students last April, during financial education month.
Reached 16,439 high school students and 11,418 college students through the Next Step Financial Learning Center, powered by EverFiTM. In addition, the Next Step for Students program provided in-person financial education to 891 student athletes.
Working with Scholastic Inc., an educational media company, Regions provides kindergarten through eighth grade math and money curriculum for teachers, as well as parent and family resources. In 2018, our microsite, Next Step Adventures in Math, had 50,429 visitors and 14,899 curriculum downloads.
Through the Next Step Financial Learning Center, also powered by EverFi, 29,981 adults completed online learning on financial wellness.
 
Associate Volunteering
Regions encourages associates to volunteer in their communities. Our associates contributed approximately 56,000 hours of community service throughout our franchise, which included financial education, board service, youth tutoring and mentoring, and many others. Associates have an opportunity to participate in our Share the Good® program, where local markets identify creative and meaningful volunteer service opportunities. In addition, through our What A Difference A Day Makes program, associates receive a day of paid time off to volunteer each year.
We share these stories on our Doing More Today® website, available at regions.doingmoretoday.com.
Affordable Housing
Regions is one of the nation’s leading direct investors in affordable housing, made possible through the federal Low- Income Housing Tax Credit program. These investments provide equity vital to the construction or rehabilitation of affordable housing units for low- and moderate-income renters. In 2018, under the direction of our Affordable Housing Team in the Real Estate Banking division, we invested more than $275 million in such tax credit partnerships, supporting 31 developments that provide 2,505 units of affordable housing for either direct investment by Regions or for syndication through proprietary or multi-investor fund distribution.
Our affordable housing investments help make a difference in the communities we serve by keeping rents relatively low and improving the lives of low- and moderate-income individuals and families.
Environmental Sustainability

 
We recognize the environmental challenges that face our planet and are committed to reducing our environmental footprint and reporting on our progress. To support this commitment, in 2018, we adopted an Environmental Sustainability Policy Statement and accompanying environmental goals.
2023 Environmental Goals(1)
30%
 
30%
reduction in greenhouse gas emissions (scope 1 and 2)
 
reduction in energy use(2)
 
 
 
PROGRESS(3)
 
PROGRESS(3)
20%
 
12%
(1) Compared against a 2015 baseline. These targets cover properties for which Regions is responsible for direct payment of utilities. In 2018, this accounted for 85% of our properties based on square footage.
(2) Energy use goal applies to electricity and natural gas.
(3) Progress as of Dec. 31, 2018.
 
We plan to meet these goals through:
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Energy efficient lighting and automatic controls
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HVAC and mechanical efficiency upgrades and improvements
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Building intelligence and remote controls
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High-performance building envelope upgrades
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Education and awareness for continuous improvement of control processes
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Real estate portfolio optimization
In addition, to achieve these goals and to further reduce our environmental impact, we set out the following commitments in our Environmental Sustainability Policy Statement:
ü Reducing greenhouse gas emissions and energy use
ü Assisting in the transition to a low-carbon economy
ü Conserving resource and reducing waste
ü Promoting awareness and engagement
ü Reporting and transparency

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To help us implement the Policy Statement and meet our goals, we assembled a cross-departmental Environmental Working Group whose objectives are to: (1) identify and develop priorities for the Company's environmental initiatives; (2) promote awareness and engage with associates on sustainability, resource conservation, and recycling; and (3) identify internal and external partnerships and collaborations to help advance our environmental efforts.
We also support the development and implementation of clean energy solutions. In 2018, we provided $299.5 million in funding for photovoltaic solar projects located throughout the U.S. with overall generating capacity exceeding 145 megawatts.
In addition to reducing our carbon footprint, we took meaningful steps to reduce paper use, focusing on reducing associate printing and transitioning customers to online banking and the digital delivery of documents and statements. Our efforts have resulted in:
38.5% reduction in internal copy paper use over the past 5 years
81 million sheets of paper saved in 2018 as a result of 66 percent of customer accounts electing to receive electronic statements
1.18 million transactions completed using eSignature in 2018
Additional information about our sustainability efforts, including our environmental and social risk management process, can be found in our 2017 Corporate Sustainability Report (and forthcoming renamed 2018 ESG Report), CDP Climate Change Questionnaire, and the Environmental Sustainability Policy Statement, Goals, and Performance document available on the Investor Relations section of our website.

 
Environmental and Social Risk Management
As the 16th largest U.S. bank, Regions provides financial products and services to companies in diverse industries, including energy and natural resources. As a lender, we acknowledge the unique risks and concerns surrounding the environmental and community impact of our lending practices, including climate change. We work collaboratively with our clients, communities, and other stakeholders to promote environmentally sustainable and socially responsible business practices.
As part of our risk management process, we have a dedicated industry team, the Energy and Natural Resources Group, that underwrites exposure to energy and natural resources clients. The team has a broad and deep understanding of the industries and their environmental and social impacts. Regions’ policies require an assessment of each energy client’s compliance with applicable laws, including environmental regulations, as well as their financial capacity and past performance related to community and safety issues. In addition to our expanded underwriting requirements for companies in the energy and natural resources sector, elevated approvals are required from senior Credit executives. Clients who are identified as having heightened environmental or industry risks are underwritten annually and are monitored no less than annually per Regions’ loan policies.
Regions has also established industry concentration limits that are approved by the Bank’s Credit Risk Committee. These limits are monitored by the Risk Analytics team, who report to the Chief Risk Officer. Industry exposures are measured each quarter and reported to the Credit Risk Committee to ensure that industry exposure remains within risk tolerances.
Policy on Political Contributions

 
Regions’ Policy on Political Contributions and Code of Conduct both govern and promote the highest standards of behavior by our Company and our associates with regard to political activities. These policies also ensure compliance with all applicable federal and state campaign finance laws.
Like most public companies, Regions recognizes that decisions made by governmental agencies and lawmakers can have a significant impact on our operations, customers, shareholders, and associates. Accordingly, we monitor and track issues that affect our business and express our views to lawmakers and regulators.
Regions may make corporate political contributions in states where permissible. These contributions may be directed to state party organizations and candidates for statewide offices, state legislatures, and, in rare instances, local offices. Also, where legally permitted, Regions may make independent expenditures or corporate contributions in connection with state and local ballot initiatives and referenda on important policy issues likely to impact our business and our
 
stakeholders. Regions does not, however, make contributions to political entities organized under Section 527 of the IRC or to special interest lobbying groups organized under Section 501(c)(4) of the IRC to support political activities, even when legally permissible.
Contributions are overseen by a committee comprised of members of the Executive Leadership Team and the Head of State Government Affairs. Risk Committee members, as well as the full Board, received a report on the Company's annual corporate contributions and non-deductible portions of trade associations' dues. Reports are reviewed and certified to be in compliance with the Policy on Political Contributions by Regions General Counsel.
Regions discloses semi-annually its independent expenditures and corporate political giving in the Government Affairs Annual Report on the Investor Relations section of our website.


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OWNERSHIP OF REGIONS COMMON STOCK

OWNERSHIP OF REGIONS COMMON STOCK
As of the Record Date, Regions had issued 1,058,767,942 shares of common stock, of which 1,017,735,266 shares were outstanding and 41,032,676 shares were held as treasury stock. Treasury stock cannot be voted.
Shareholders are entitled to one vote for each share on all matters to come before the annual meeting. Only common shareholders of record at the close of business on the Record
 
Date will be entitled to vote at the annual meeting or any adjournment or postponement thereof.
Holders of our Preferred Stock are not entitled to vote at the annual meeting. As of the Record Date, 20,000,000 Class A Depositary Shares and 20,000,000 Class B Depositary Shares were issued and outstanding.

Security Ownership of Certain Beneficial Owners

 
The following table sets forth the beneficial ownership of our common stock by any shareholder known to us to own more than 5 percent of the outstanding shares of our common stock as of December 31, 2018. The number of shares and percentage of our outstanding common stock indicated in the table are as reported by the respective shareholder in its most recent Schedule 13G filed with the SEC:
 
Amount and Nature of
Beneficial Ownership
Name and Address of Beneficial Owner
Number of
Common Shares
Percent of Class

BlackRock, Inc. (and subsidiaries) (1)
55 East 52nd Street
New York, New York 10055
84,520,421
8.2
%
State Street Corporation (and subsidiaries) (2)
One Lincoln Street
Boston, Massachusetts 02111
53,427,263
5.2
%
The Vanguard Group, Inc. (and subsidiaries) (3)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
124,204,107
12.01
%
(1) This information was derived from the Schedule 13G/A filed on February 7, 2019, by BlackRock, Inc. and subsidiaries, which states that BlackRock, Inc. has sole voting power over 74,099,370 shares, sole dispositive power over 84,520,421 shares, and an aggregate amount beneficially owned of 84,520,421 shares as of December 31, 2018, which constitutes 8.3% of our outstanding common stock as of the Record Date.
(2) This information was derived from the Schedule 13G filed on February 13, 2019, by State Street Corporation and subsidiaries, which states that State Street Corporation has shared voting power over 48,259,897 shares, shared dispositive power over 53,418,461 shares, and an aggregated amount beneficially owned of 53,427,263 shares as of December 31, 2018, which constitutes 5.2% of our outstanding common stock as of the Record Date.
(3) This information was derived from the Schedule 13G/A filed on February 11, 2019, by The Vanguard Group, Inc. and subsidiaries, which states that The Vanguard Group, Inc. has sole voting power over 1,228,370 shares, shared voting power over 269,113 shares, sole dispositive power over 122,728,826 shares, shared dispositive power over 1,475,281 shares, and an aggregate amount beneficially owned of 124,204,107 shares as of December 31, 2018, which constitutes 12.2% of our outstanding common stock as of the Record Date.
Security Ownership of Directors and Executive Officers

 
The following table presents information about beneficial ownership of Regions equity securities as of the Record Date by Regions’ Directors and executive officers. Unless otherwise indicated, each person has sole voting and investment power over the indicated shares. A person is deemed to be a beneficial owner of any security of which that person has the right to acquire beneficial ownership within 60 days from the Record Date. Shares that could be acquired by a person upon the exercise of options within 60 days from the Record Date are deemed outstanding for the purpose of computing the percentage of the class of common stock owned by that person but not for computing the percentage ownership of any other person.
Most of the Directors have elected to defer receipt of some or all of the cash compensation they are due for services on the
 
Board under the Directors’ Deferred Stock Investment Plan (“DDSIP”). Each Director’s deferred amounts are credited as notional shares of Regions common stock as of the time of deferral and will be settled in shares of common stock at the end of the deferral period. Therefore, the ultimate value of the amounts deferred are tied to the performance of Regions common stock.
As of the Record Date, the Directors and executive officers, as a group, were credited with 3,544,086 notional shares of common stock, which are included in the table as additional information in the “Additional Underlying Units” column. These may include notional shares allocated under the DDSIP, share equivalents held in the Regions Supplemental 401(k) Plan, Restricted Stock Units (“RSUs”), or Performance Stock Units (“PSUs”).

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Name of Beneficial Owner
Shares of
Common Stock (1)
Number of
Shares Subject
to Exercisable
Options
Total Number
of Shares
Beneficially
Owned
Percent
of Class
Additional
Underlying
Units (2)
Total Shares
Beneficially
Owned Plus
Additional
Underlying
Units
Current Directors including
Nominees for Director
 
 
 
 
 
 
Carolyn H. Byrd
80,967
0
80,967
   *
61,712
142,679
Don DeFosset
108,202
0
108,202
   *
16,012
124,214
Samuel A. Di Piazza, Jr.
18,731
0
18,731
   *
13,200
31,931
Eric C. Fast
94,442
0
94,442
   *
108,559
203,001
Zhanna Golodryga
2,926
0
2,926
   *
0
2,926
John D. Johns (3)
67,296
0
67,296
   *
80,082
147,378
Ruth Ann Marshall
88,731
0
88,731
   *
76,618
165,349
Susan W. Matlock
15,068
0
15,068
   *
121,209
136,277
John E. Maupin, Jr.
66,541
0
66,541
   *
75,750
142,291
Charles D. McCrary
124,410
0
124,410
   *
213,073
337,483
James T. Prokopanko
18,731
0
18,731
   *
0
18,731
Lee J. Styslinger III
111,074
0
111,074
   *
165,836
276,910
José S. Suquet
36,527
0
36,527
   *
10,664
47,191
John M. Turner, Jr. (4)
238,865
118,650
357,515
   *
194,805
552,320
Timothy Vines
5,590
0
5,590
   *
0
5,590
Other Named Executive Officers
(See Summary Compensation Table on pages 103-105)
 
 
 
 
 
 
O. B. Grayson Hall, Jr.
427,609
0
427,609
*
966,648
1,394,257
David J. Turner, Jr. (5)
135,674
0
135,674
   *
235,647
371,321
John B. Owen (6)
127,152
0
127,152
   *
201,266
328,418
C. Matthew Lusco
125,948
0
125,948
   *
203,873
329,821
Fournier J. Gale, III
109,318
0
109,318
   *
169,692
279,010
Other executive officers as a group
614,806
109,354
724,160
   *
629,440
1,353,600
Directors and executive officers as a group (26 persons)
2,618,608
228,004
2,846,612
   *
3,544,086
6,390,698
 
*
Less than 1 percent
(1)
Includes share equivalents held in the Regions 401(k) Plan.
(2)
Additional underlying units may include notional shares allocated under the DDSIP, share equivalents held in the Regions Supplemental 401(k) Plan, RSUs, or PSUs.
(3)
Includes 1,349 shares held by his spouse, as to which he disclaims beneficial ownership, 19,506 shares held in a trust for children which his spouse is the trustee, and 1,661 shares held in an IRA.
(4)
Includes 234,869 shares held jointly with spouse.
(5)
Includes 1,847 shares held by his spouse, and 575 shares held for his children.
(6)
Includes 127,152 shares held jointly with spouse.
No Directors or executive officers have shares that are held in margin accounts or pledged or otherwise available to a lender as security.
No change-in-control of Regions occurred during 2018, meaning that no person or group acquired the ability to direct or cause the direction of management and policies of Regions through the ownership of voting securities, by contract, or otherwise, and no arrangements are known to Regions that may at a later date result in such a change-in-control of Regions.
Section 16(a) Beneficial Ownership Reporting Compliance

 
Regions’ Directors, executive officers, Controller, and, to the extent required by SEC rules, beneficial owners of more than 10 percent of a registered class of Regions equity securities, are subject to Section 16(a) of the Exchange Act, which requires them to file reports of ownership and changes in ownership of Regions stock with the SEC. We assist our Directors, executive officers, and Controller in complying with these requirements. The reporting persons are required to
 
furnish us copies of all Section 16(a) forms they file, and we are required to disclose in this proxy statement the failure to file these reports by any reporting person when due.
Based solely on a review of the forms filed during, or with respect to, fiscal year 2018 and written representations from each reporting person, we believe that our Directors, executive officers, and Controller filed all required reports on a timely basis, except as follows.

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2019 Proxy Statement
33

OWNERSHIP OF REGIONS COMMON STOCK

On November 24, 2015, Director John D. Johns made a gift of 19,240 shares to trusts for the benefit of his two children, which was timely reported on Form 4 filed January 20, 2016, and on August 9, 2017, he made a gift of 266 shares to the trusts, which was timely reported on Form 4 filed January 17, 2018. 
 
However, due to an administrative oversight, the reports inadvertently omitted to indicate Mr. John’s indirect beneficial ownership of the shares in the trusts. Reporting person’s spouse is trustee of the trusts, and by virtue of SEC Rule 16a-8 she is deemed to be a beneficial owner of the shares.
Stock Ownership Guidelines and Holding Period Requirements

 
 
We require our Directors and executive officers to own shares of our common stock because the Board believes having a financial stake in Regions more closely aligns their interests with those of our shareholders. Our Board has adopted robust stock ownership guidelines that apply to our Directors and executive officers as summarized in the following chart:
Director Stock
Ownership Guidelines
Non-management Directors are expected to own shares of Regions common stock with a value equal to or in excess of 5 times the value of the cash portion of their annual retainer.
 
Until such time as the minimum level of stock ownership is achieved, the Director shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the NCG Committee upon showing a hardship or other special circumstances.
Executive Officer
Stock Ownership
Guidelines
Executive officers are required to own Regions common stock having a value that is a specified multiple of their base salary. The multiple varies based on the tier designation, which in turn reflects the executive officer’s level of responsibility and compensation. The minimum holding amount for our CEO is 6 times base salary, and the minimum holding amount for the other NEOs is 3 times base salary.
 
Until such time as the minimum level of stock ownership is achieved, the executive officer shall be required to retain 50 percent of the after-tax net shares acquired as a part of any compensatory arrangement, unless granted an exception by the CHR Committee upon showing a hardship or other special circumstances.
 
Shares counted toward the Directors’ ownership include shares purchased on the open market; shares obtained through option exercises; share equivalents held under any Director’s deferred stock plan; restricted shares awarded; and shares obtained through any other sources. The types of shares counted toward the executive officers’ ownership are thoroughly discussed on page 100.
Currently, each Director, other than Director Golodryga, who became a member of the Board on January 1, 2019; Director
 
Vines, who became of member of the Board in July 2018; and Director Prokopanko meet the Director Stock Ownership Guidelines.
See the table on page 100 of this proxy statement further describing the Stock Ownership Guidelines for our CEO and each of the other NEOs, including their compliance with the guidelines.

Anti-Hedging and Anti-Pledging


We believe it is inappropriate for any Director, executive officer, or associate to enter into speculative transactions in Regions equity securities. We prohibit the Company’s Directors, executive officers and associates from engaging in transactions that could reduce the extent to which their equity holdings and equity compensation are aligned with shareholders’ interests. Therefore, our General Policy on Insider Trading prohibits all hedging transactions and short sales of Regions securities, as well as transactions in puts, calls, or other derivative securities. Broad-based diversification transactions, such as mutual fund investments, are not intended to be covered by our policy.
None of the Company’s subsidiaries have publicly traded equity securities.
 
In addition, our General Policy on Insider Trading, which is reviewed annually by the NCG Committee, prohibits all our Directors and executive officers from purchasing Regions securities on margin or holding them in a margin account, borrowing against any account in which Regions equity securities are held, or pledging Regions equity securities as collateral for a loan. Our Policies apply to “designees” of our Directors and executive officers, as well as to their Regions securities held directly or indirectly.
Regions’ policy prohibits hedging and the pledging of Regions equity securities as collateral
 



34
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2019 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS

PROPOSAL 1 — ELECTION OF DIRECTORS

What am I voting on?

 
 
You are voting on a proposal to elect 13 nominees for a one-year term as Directors of the Company.
What vote is required to approve this proposal?

 
Each nominee requires the affirmative “FOR” vote of a majority of the votes cast for or against the nominee. Abstentions and Broker non-votes have no effect on the vote results.
What if a nominee does not receive a majority of votes cast?

 
Under our By-Laws, each of the 13 nominees will be elected if a majority of the votes cast at the annual meeting at which a quorum is present are voted in favor of the nominee. This means that the number of shares voted “For” a nominee must exceed the number of shares voted “Against” the nominee. Shares voting “Abstain” and Broker non-votes will have no effect on the election.
Our Corporate Governance Principles provide that an incumbent nominee who fails to receive a majority of the votes cast with respect to the election must submit his or her resignation. The NCG Committee will consider the resignation and any factors it deems relevant in deciding whether to accept the resignation and recommend to the Board the action to be
 
taken. The Director whose resignation is under consideration must abstain from participating in any decision regarding his or her resignation.
The Board will take action within 90 days following certification of the shareholder vote unless such action would cause us to fail to comply with requirements of the NYSE or the securities laws, in which event we will take action as promptly as practicable while continuing to meet such requirements.
The Board will promptly disclose its decision and the reasons for the decision in a Current Report on Form 8-K filed with the SEC. If the resignation is not accepted, the Director will continue to serve until the next annual meeting and until the Director’s successor is duly elected and qualified.
What does the Board recommend?

 
 
The Board unanimously recommends that you vote “FOR” each nominee standing for election as Director.
How often are the members elected?

 
 
The Board has determined that it is good governance for all Directors to be elected annually. Annual elections keep the Directors more accountable to the shareholders.
As permitted by our By-Laws, the Board has determined that, effective at the annual meeting, the Board will consist of 13 members to be elected for a term of one year expiring at the 2020 Annual Meeting. Any Director vacancies created between annual meetings (such as by a current Director’s death, resignation, removal, or an increase in the number of Directors) may be filled by a majority vote of the remaining Directors then in office. Any Director appointed in this manner would hold office until the next annual meeting.
What if a nominee is unable or unwilling to serve?

 
 
All nominees have consented to serve for the upcoming one-year term, so this is not expected to occur. If, however, a nominee is unable or unwilling to serve and the Board does not elect to reduce the size of the Board, shares represented by proxies will be voted for a substitute candidate nominated by the Board.

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2019 Proxy Statement
35

PROPOSAL 1-ELECTION OF DIRECTORS

Who are this year’s nominees?

 
 
Of the 13 nominees being voted upon at the annual meeting, 10 are standing for re-election. Directors Turner and Vines joined the Board in July 2018, and Director Golodryga was appointed to the Board on January 1, 2019. We recognize that Board refreshment supports the addition of new ideas, perspectives, independence, and skills to the Board. Director Vines was recommended by non-management members of our Board and our former CEO, and Director Golodryga was identified by a third-party search firm. Director Turner was appointed to the Board concurrently with being named the Company’s CEO, effective July 2, 2018.
The following biographies detail the age and principal occupations during at least the past five years for each nominee; the year the nominee was first elected or appointed, as the case may be, to the Board; and the directorships he or she now holds and has held within at least the last five years with corporations subject to the registration or reporting requirements of the Exchange Act or registered under the Investment Company Act of 1940.
 
The Board believes that all the nominees are well qualified. Each nominee’s key experiences, qualifications, attributes, or skills that led the Board to conclude that he or she should serve as a Director are also described. There are no family relationships among our Directors and executive officers.
On July 1, 2004, Regions became the successor by merger to Union Planters Corporation and the former Regions Financial Corporation. Some of our current Directors were previously members of the board of directors of the former Regions Financial Corporation. On November 4, 2006, AmSouth Bancorporation was merged with and into Regions. Some of our current Directors were previously members of the board of directors of AmSouth Bancorporation.
The Directors also serve as the board members of Regions Bank, an Alabama state-chartered commercial bank and wholly-owned subsidiary of Regions.
 
 
 
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Carolyn H. Byrd         
Independent
Director Since:  2010
Age:  70
 
Top Skills 
•    Banking and Financial Services
•    Corporate Governance
•    Information/Cyber Security
•    Risk Management
•    Strategic Planning and Strategy Development
 
Regions Committees
 • Audit Committee (Chair; Audit Committee Financial Expert)
 Former Public Directorships Held During Past Five Years
 • Federal Home Loan Mortgage Corporation (“Freddie Mac”)
• Popeyes Louisiana Kitchen, Inc.
Ms. Byrd is the Chairman and CEO of GlobalTech Financial, LLC, in Atlanta, Georgia, which she founded in 2000. GlobalTech specializes in business process outsourcing and financial consulting.
 
 
 
Skills and Qualifications
Prior to forming GlobalTech in 2000, Ms. Byrd had a long career with The Coca-Cola Company, where she was ultimately appointed Vice President, Chief of Internal Audits and Director of the Corporate Auditing Department. In this position, she provided leadership for the worldwide audits of The Coca-Cola Company. Ms. Byrd served as Senior Account Officer with Citibank, N.A. in New York before joining The Coca-Cola Company. In 2018, she was named one of the “2018 Most Influential Corporate Directors” by WomenInc. 
During her tenure at Freddie Mac, Ms. Byrd served on the Compensation Committee, the Risk Committee, the Nominating and Governance Committee, and the Audit Committee. She previously served on the Audit Committee and Executive Committee and as Chair of the Corporate Governance and Nominating Committee at Popeyes Louisiana Kitchen, Inc. and on the Audit Committees of Circuit City Stores, Inc., RARE Hospitality International, Inc., and The St. Paul Travelers Companies. Ms. Byrd earned her Bachelor of Science degree from Fisk University and a master’s degree in finance and business administration from the University of Chicago Graduate School of Business. Ms. Byrd has held many positions in which she was responsible for key managerial, strategic, financial, and operational decisions, and such positions provide significant experience to draw upon in her capacity as a Director of Regions. Her service on the boards of directors of a variety of large public companies, including Freddie Mac, further augments her experience. All of these qualifications make her well qualified to be a member of Regions’ Board.
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Audit/Accounting/Finance/Capital Allocation
Banking and Financial Services
Business Operations and Technology
Corporate Communi-
cations, PR, or Marketing
Corporate Governance
Environmental and Sustainability Practices
Executive Compensa-
tion and Benefits
Growth and Innovation
Human Resources/Human Capital Management
Informa-
tion/Cyber Security
Regulatory or Compliance
Risk Management
Strategic Planning and Strategy Development
 

36
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2019 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS

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Don DeFosset             
Independent
Director Since:  2005
Age:  70
 
Top Skills
•    Business Operations and Technology
•    Corporate Governance
•    Executive Compensation and Benefits
•    Information/Cyber Security
•    Strategic Planning and Strategic Development
 
Regions Committees
 • CHR Committee (Chair)
• NCG Committee
 Public Directorships
• Terex Corporation
• National Retail Properties
• ITT Corporation
Mr. DeFosset served on the board of directors of AmSouth Bancorporation from 2005 to 2006. He is the former Chairman, President, and CEO of Walter Industries, Inc. During the time of his service, Walter was a diversified public company with businesses in water infrastructure products, metallurgical coal and natural gas, home building, and mortgage financing.
 
 
 
Skills and Qualifications
Throughout his career, Mr. DeFosset held significant leadership positions in major multinational corporations, including Dura Automotive Systems, Inc., Navistar International Corporation, and AlliedSignal, Inc. Mr. DeFosset is also active in civic and charitable organizations. He formerly served on Regions’ Audit Committee and was, during his tenure, determined to be an Audit Committee Financial Expert.
At Terex Corporation, Mr. DeFosset Chairs the Governance and Nominating Committee and serves on the Audit Committee. At National Retail Properties, he is the Non-Executive Chair of the Board. At ITT Corporation, Mr. DeFosset serves on the Audit Committee and Chairs the Nominating and Governance Committee. Mr. DeFosset has an industrial engineering degree from Purdue University and a Master of Business Administration degree from Harvard University. Having served as Chairman, President, and CEO of Walter, Mr. DeFosset brings extensive management and business experience to Regions’ Board as well as a deep understanding of complex issues concerning public companies. Mr. DeFosset is also able to draw upon his knowledge of the mortgage industry acquired during his tenure at Walter. His service on the boards of directors of a variety of large public companies further augments his experience. All of these credentials make him well qualified to be a member of Regions’ Board.
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Samuel A.
Di Piazza, Jr.               
 
Independent
Director Since:  2016
Age:  68
 
Top Skills 
•    Audit/Accounting/Finance/Capital Allocation
•    Business Operations and Technology
•    Corporate Governance
•    Risk Management
•    Strategic Planning and Strategy Development
 
Regions Committees
 • Audit Committee (Audit Committee Financial Expert)
• CHR Committee
Public Directorships
• AT&T Inc.
• ProAssurance Corporation
• Jones Lang LaSalle Incorporated
Former Public Directorships Held During the Past Five Years
 • DirecTV
Mr. Di Piazza is retired from Citigroup, Inc., where he served as Vice Chairman of the Global Corporate and Investment Bank. Prior to joining Citigroup, Mr. Di Piazza was a partner at PricewaterhouseCoopers, where he served as Chairman and Senior Partner at PwC US and as a member of the firm’s Global Leadership Team. He ultimately served as Global CEO of PricewaterhouseCoopers from 2002 to 2009.
 
 
 
Skills and Qualifications
Mr. Di Piazza serves as the Chair of the Audit Committee at ProAssurance Corporation. At Jones Lang LaSalle Incorporated, he serves on the Compensation Committee and the Nominating and Governance Committee. He serves as Chair of the Audit Committee and as a member of the Executive Committee and the Public Policy and Corporate Reputation Committee at AT&T Inc.
Mr. Di Piazza is extremely active in and serves on the boards of various nonprofit and professional organizations, including the Mayo Clinic and the National September 11th Memorial and Museum. Mr. Di Piazza is a former Trustee of both the Financial Accounting Foundation and the International Accounting Standards Committee Foundation, former director on the UN Global Compact Board, and former Chairman of the World Business Council for Sustainable Development. He has been awarded the Accountant of the Year by the Beta Alpha Psi Society, the Ellis Island Medal of Honor, and the INROADS Leadership Award. Mr. Di Piazza is also co-author of the book, Building Public Trust: The Future of Corporate Reporting. He earned his Bachelor of Science in accounting and economics from the University of Alabama and received a Master of Tax Accounting degree from the University of Houston. Mr. Di Piazza’s extensive audit and tax experience, leadership in civic and not-for-profit organizations, including sustainable development organizations, together with his years in banking and other credentials, make him well qualified to be a member of Regions’ Board.


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2019 Proxy Statement
37

PROPOSAL 1-ELECTION OF DIRECTORS

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Eric C. Fast                  
 
Independent
Director Since:  2010
Age:  69
 
Top Skills
•    Audit/Accounting/Finance/Capital Allocation
•    Business Operations and Technology
•    Corporate Governance
•    Growth and Innovation
•    Strategic Planning and Strategy Development
 
Regions Committees
• Audit Committee (Audit Committee Financial Expert)
• Risk Committee
Public Directorships
• Automatic Data Processing, Inc.
• Lord Abbett Family of Funds
Former Public Directorships Held During the Past Five Years
• Crane Co.
From 2001 through January 2014, Mr. Fast served as the CEO for Crane Co., a diversified manufacturer of engineered industrial products. He also served as President of Crane Co. from 1999 through January 2013.
 
Skills and Qualifications
Prior to joining Crane Co., Mr. Fast worked for Salomon Brothers and later Salomon Smith Barney, where he ultimately was co-head of Global Investment Banking and a member of the firm’s Management Committee. He previously served as Treasurer of MacMillan Inc. and began his career as a commercial lending officer at The Bank of New York.
Mr. Fast currently serves on the Audit Committee and on the Compensation Committee of Automatic Data Processing, Inc.; is a member of the Audit Committee at the privately held National Integrity Life Insurance Company; and is a member of the Proxy Committee, Nominating and Governance Committee, and Contract Committee at The Lord Abbett Family of Funds. He earned a political science degree from the University of North Carolina, Chapel Hill and received a Master of Business Administration in Finance degree from New York University Graduate School of Business. Mr. Fast brings extensive management and business experience to our Board, as well as a deep understanding of complex issues concerning public companies. His service as President and CEO of a large public company further augments his experience. All of these qualifications make him well qualified to be a member of Regions’ Board.


 
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Zhanna Golodryga
 
Independent
Director Since:  2019
Age:  63
 
Top Skills 
•    Business Operations and Technology
•    Growth and Innovation
•    Human Resources/Human Capital Management
•    Information/Cyber Security
•    Strategic Planning and Strategy Development

 
 
Regions Committees
• CHR Committee
• Risk Committee
Ms. Golodryga currently serves as the Senior Vice President and Chief Digital and Administrative Officer at Phillips 66, a diversified energy manufacturing and logistics company. In her current role at Phillips 66, Ms. Golodryga is responsible for driving digital change by developing and executing digital and technology strategies.  
 
 
 
Skills and Qualifications
Prior to joining Phillips 66, she served as Chief Information Officer and Senior Vice President, Services at Hess Corporation, with responsibility for managing the company’s service organizations, including global supply chain, global business transformation program, and global office services, as well as information management, enterprise architecture, infrastructure, and cybersecurity across the business. She also previously served as Chief Information Officer at BHP Billiton Petroleum, Vice President of Information Technology at TeleCheck International, Manager of Information Systems at Baker Hughes, IT Services Manager at Marathon Oil, and Systems Analyst at 3D/International. Ms. Golodryga has over 30 years of experience in the energy industry and the information technology field and has been named one of the 50 Most Powerful Women in Oil and Gas by the National Diversity Council.
Ms. Golodryga graduated from Kiev Engineering and Construction Institute in the Ukraine with a master’s degree in mechanical engineering, and she serves on the board of the Memorial Hermann Foundation. Ms. Golodryga’s background and experience in technology and cybersecurity, particularly within a highly regulated industry, make her well qualified to be a member of Regions’ Board.

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38
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2019 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS

 
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John D. Johns              
 
Independent
Director Since:  2011
Age:  67
 
Top Skills 
•    Banking and Financial Services
•    Executive Compensation and Benefits
•    Regulatory or Compliance
•    Risk Management
•    Strategic Planning and Strategy Development

 
 
Regions Committees
 • Risk Committee (Chair; Risk Management Expert)
Public Directorships
 • Genuine Parts Company
• Southern Company
Former Public Directorships Held During the Past Five Years
 • Protective Life Corporation
Mr. Johns serves as the Executive Chairman at Protective Life Corporation. From 2003 until July 1, 2017, he served as the Chairman and CEO of Protective. In February 2015, Protective became a wholly-owned subsidiary of Dai-ichi Life Insurance Company, Limited, a kabushiki kaisha organized under the laws of Japan, a holding company with subsidiaries that provide insurance and other financial services. Mr. Johns continues to serve on the board at Protective, which is no longer a publicly traded company. (Protective is still a registrant under the securities laws but has no publicly traded common stock.)
 
 
 
Skills and Qualifications
Prior to joining Protective in 1993, Mr. Johns was Executive Vice President and General Counsel at Sonat, Inc. and was a founding partner of the Birmingham-based law firm of Maynard, Cooper & Gale, P.C. He was inducted into the Alabama Business Hall of Fame in 2017.
Mr. Johns Chairs the Compensation and Management Succession Committee and serves on the Finance Committee at Southern Company. At Genuine Parts Company, he serves as the Lead Independent Director; Chair of the Compensation, Nominating and Governance Committee; and a member of the Executive Committee. At the privately held Protective, he Chairs the Risk, Finance & Investments Committee. Mr. Johns graduated from the University of Alabama and received his Master of Business Administration and Juris Doctorate degrees from Harvard University. Mr. Johns’ background and considerable experience as a senior executive of a large insurance corporation; extensive exposure to complex financial issues at large public companies; leadership in other business, economic development, civic, educational, and not-for-profit organizations; and seasoned business judgment are valuable and make him well qualified to be a member of Regions’ Board.


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Ruth Ann Marshall    
 
Independent
Director Since:  2011
Age:  64
 
Top Skills
•    Corporate Governance
•    Executive Compensation and Benefits
•    Growth and Innovation
•    Human Resources/Human Capital Management
•    Strategic Planning and Strategy Development


 
 
Regions Committees:
 • CHR Committee
• NCG Committee (Chair)
Public Directorships:
 • ConAgra Brands, Inc.
• Global Payments Inc.
Ms. Marshall served as President, MasterCard North America from 1999–2004. From 2004 until she retired in 2006, Ms. Marshall served as President of The Americas, MasterCard International, Inc.  
 
 
 
Skills and Qualifications:
At MasterCard, Ms. Marshall was responsible for building all aspects of MasterCard’s issuance and acceptance business in the United States, Canada, Latin America, and the Caribbean. Prior to joining MasterCard in 1999, Ms. Marshall served as Group Executive President of two electronic payment service companies, MAC Regional Network and Buypass Corporation. Upon acquisition of these companies by Concord EFS, Ms. Marshall became Senior Executive Vice President of the combined companies, where she oversaw marketing, account management, customer service, and product development. Ms. Marshall started her career at IBM, where, for more than 18 years, she served in managerial and executive positions. In 2004 and 2005, Ms. Marshall was selected by Forbes.com as one of the “World’s 100 Most Powerful Women.” In 2018, she was named one of the “2018 Most Influential Corporate Directors” by WomenInc. 
At ConAgra Brands, Inc., Ms. Marshall serves as Chair of the Human Resources Committee and serves on the Nominating, Governance and Public Affairs Committee, and the Executive Committee. At Global Payments Inc., she serves as Chair of the Risk Oversight Committee and serves on the Governance and Nominating Committee. Additionally, she is a former director of American Standard Inc. and privately held companies, Pella Corporation, a building materials manufacturer, and Trustwave Holdings, Inc., an information security company. Ms. Marshall earned her Bachelor of Business Administration in Finance and Master of Business Administration degrees from Southern Methodist University. Ms. Marshall’s background and broad marketing, account management, customer service, and product development experience, as well as significant domestic and international experience in growing business at MasterCard and her service as a director for other publicly traded companies all make her well qualified to be a member of Regions’ Board.

 
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2019 Proxy Statement
39

PROPOSAL 1-ELECTION OF DIRECTORS

 
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Charles D. McCrary   
 
Independent
Director Since:  2001
Age:  67
 
Top Skills
•    Corporate Governance
•    Corporate Communications, PR or Marketing
•    Environmental and Sustainability Practices
•    Regulatory or Compliance
•    Strategic Planning and Strategy Development
 
                            Independent Chair of the Board
 
Former Public Directorships Held During the Past Five Years
• Protective Life Corporation
Mr. McCrary served on the board of directors of AmSouth Bancorporation from 2001 to 2006. From 2001 through February 2014, Mr. McCrary served as the President and CEO of Alabama Power Company, a public utility company. He also served as Chairman of Alabama Power Company until May 2014.
 
 
 
Skills and Qualifications
Mr. McCrary’s career spanned over 40 years, where he held various positions of increased responsibility within Alabama Power and its parent company, Southern Company. In 2018, Mr. McCrary was inducted into the Alabama Business Hall of Fame.
Since January 1, 2019, Mr. McCrary has been serving as the Board’s independent Chair. Mr. McCrary previously served as Lead Independent Director, as Chair of the NCG Committee, and on Regions’ Audit Committee and, during such service, was determined to be an Audit Committee Financial Expert. Mr. McCrary is also a director of the privately held Great Southern Wood Preserving, Incorporated. Previously, Mr. McCrary served on the Corporate Governance & Nominating Committee and the Risk, Finance and Investments Committee at Protective Life Corporation prior to its acquisition by Dai-ichi Life Insurance Company, Limited in 2015. Mr. McCrary previously served on the board of the privately held Mercedes-Benz U.S. International, Inc. Mr. McCrary holds an engineering degree from Auburn University and a law degree from Birmingham School of Law. As the former President and CEO of Alabama Power and with his service as a director of Protective, Mr. McCrary brings a valuable understanding of issues that are unique to a company in a highly regulated industry. Mr. McCrary’s depth of knowledge and experience running regulated companies, as well as his other experience, make him well qualified to be a member of Regions’ Board.



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James T. Prokopanko
 
Independent
Director Since:  2016
Age:  65
 
Top Skills
•    Business Operations and
    Technology
•    Environmental and
    Sustainability Practices
•    Growth and Innovation
•    Risk Management
•    Strategic Planning and Strategy Development
 
Regions Committees
• NCG Committee
• Risk Committee
Public Directorships
 • Vulcan Materials Company
• Xcel Energy Inc.
Former Public Directorships Held During the Past Five Years
 • The Mosaic Company
Mr. Prokopanko served as Executive Vice President and Chief Operating Officer of The Mosaic Company, one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients, from 2006 through 2007 and then as President and CEO from 2007 through 2015. He served as Senior Advisor until his retirement in January 2016.
 
 
 
Skills and Qualifications
Prior to joining The Mosaic Company, he served in various senior leadership positions at Cargill, Inc. from 1999 through 2006. Mr. Prokopanko was awarded the Corporate Responsibility Lifetime Achievement Award from the Corporate Responsibility Magazine in 2015 and the Excellence Award from the Center of Excellence in Corporate Philanthropy in 2013. Mr. Prokopanko also co-authored the article “Sustainability as a Compass for Leadership,” which appeared in the November 2017 edition of Supply Chain Management Review.
At Vulcan Materials Company, he serves as Chair of the Compensation Committee and as a member of the Executive Committee and the Governance Committee, in addition to serving as the lead director. At Xcel Energy Inc., he serves on the Governance, Compensation and Nominating Committee and the Operations, Nuclear, Environmental and Safety Committee. Mr. Prokopanko earned his bachelor’s degree in computer science from the University of Manitoba and a Master of Business Administration degree from the Ivey Business School at the University of Western Ontario. Mr. Prokopanko’s decade-long career at The Mosaic Company and service as lead director at Vulcan Materials Company have provided him with an in-depth knowledge of environmental risk management in regulated industries. Mr. Prokopanko’s experience in environmental risk management and his various leadership roles make him well qualified to be a member of Regions’ Board.
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2019 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS

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 Lee J. Styslinger III    
 
Independent
Director Since:  2003
Age:  58
 
Top Skills
•    Audit/Accounting/Finance/Capital Allocation
•    Corporate Governance
•    Human Resources/Capital
    Management
•    Risk Management
•    Strategic Planning and Strategy Development
 
 
Regions Committees
 • Audit Committee (Audit Committee Financial Expert)
• Risk Committee
Public Directorships
 • Vulcan Materials Company
• Workday, Inc.
Mr. Styslinger served on the board of directors of the former Regions Financial Corporation from 2003 to 2004. He currently serves as the Chairman and CEO of the privately held Altec, Inc., a leading equipment and service provider for the electric utility, telecommunications, and contractor markets. Altec, which was founded in 1929, provides products and services in over 100 countries throughout the world.
 
 
 
Skills and Qualifications
At Vulcan Materials Company, he serves on the Finance Committee and the Governance Committee and formerly served on the Compensation Committee and the Safety, Health & Environmental Affairs Committee; at Workday, Inc., he serves on the Audit Committee.
Mr. Styslinger actively serves on the boards of many educational, civic, and leadership organizations. He was appointed to the President’s Export Council, advising the President of the United States on international trade policy, from 2006-2008 and reappointed beginning in 2017. Mr. Styslinger received his Bachelor of Arts from Northwestern University and earned a Master of Business Administration degree from Harvard University. As Chairman and CEO of Altec, Inc., Mr. Styslinger brings a wealth of management and business experience running a large company in today’s global market. The foregoing qualifications make him well qualified to be a member of Regions’ Board.

 

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 José S. Suquet           
 
Independent
Director Since:  2017
Age:  62
 
Top Skills
•    Audit/Accounting/Finance/Capital Allocation
•    Executive Compensation and Benefits
•    Regulatory or Compliance
•    Risk Management
•    Strategic Planning and Strategy Development
 
 Regions Committees
• CHR Committee
• Risk Committee (Risk Management Expert)
Mr. Suquet currently serves as the Chairman, President, and CEO of the privately held Pan-American Life Insurance Group (“PALIG”), a leading provider of insurance and financial services throughout the Americas. PALIG’s flagship member is New Orleans-based Pan-American Life Insurance Company.
 
 
 
Skills and Qualifications
In December 2016, Mr. Suquet completed his term as a member of the board of directors of the Federal Reserve Bank of Atlanta, where he served as Chairman of the Retail Payments Office Oversight Committee. He also previously served on the board of directors for the Federal Reserve Bank of Atlanta, New Orleans Branch. He is a director at the privately held Ochsner Health System, Louisiana’s largest non-profit, academic healthcare system, where he serves on the Compensation Committee and the Audit and Oversight Committee. He has just completed his second and final term on the board of directors of The American Council of Life Insurers. Mr. Suquet was included in the Special Boards Edition 2018 of Latino Leaders magazine.
Mr. Suquet brings a strong background in enterprise risk management and a commitment to innovation and operational excellence. His commitment to the United States’ Hispanic community, product innovation, and sales force expansion have positioned PALIG as the company Hispanics throughout the Americas rely on to protect their financial security and well-being. Prior to joining PALIG, Mr. Suquet held senior management posts in the insurance industry for more than three decades, including serving as Senior Executive Vice President and Chief Distribution Officer of AXA Financial. He is also involved in various professional and industry associations. Mr. Suquet graduated from Fordham University with a Bachelor of Science and holds a Master of Business Administration degree from the University of Miami. All of these qualifications make him well qualified to be a member of Regions’ Board.


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2019 Proxy Statement
41

PROPOSAL 1-ELECTION OF DIRECTORS

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 John M. Turner, Jr.   
 
Management
Director Since:  2018
Age:  57
 
Top Skills
•    Banking and Financial Services
•    Human Resources/Human Capital Management
•    Regulatory or Compliance
•    Risk Management
•    Strategic Planning and Strategy Development
 
                         President and Chief Executive Officer
 
Mr. Turner is President and Chief Executive Officer of Regions Bank and Regions Financial Corporation and leads the Company’s Management Policymaking Committee and Executive Leadership Team. Effective July 2, 2018, Mr. Turner became the CEO and was appointed to Regions’ Board of Directors. He was previously named President in December 2017.
 
 
 
Skills and Qualifications
Before being named president in December 2017, Mr. Turner served as Head of the Corporate Bank, a role he took on in 2014. He joined Regions in 2011 as President of the South Region, leading banking operations in Alabama, Mississippi, South Louisiana and the Florida Panhandle.
Before joining Regions, Mr. Turner was named president of Whitney National Bank and Whitney Holding Corporation in 2008 and was elected to the bank and holding company boards of directors. Before that he was responsible for all geographic line banking functions across the bank and served as the company’s Eastern Region President. Mr. Turner joined Whitney in 1994 as its Alabama Regional President after nine years at AmSouth Bank, where he held senior consumer, commercial and business positions.
He serves on the Business Council of Alabama, Birmingham Business Alliance, Public Affairs Research Council of Alabama, A Plus Education Foundation, United Way of Central Alabama, and Infirmary Health System boards. Mr. Turner is a former chairman of the Mobile Area Chamber of Commerce, the Mobile Area Education Foundation and the United Way of Southwest Alabama. He is a graduate of Leadership Alabama and a former board member of Leadership Mobile. Mr. Turner holds a bachelor’s degree in economics from the University of Georgia. All of these qualifications make him well qualified to be a member of Regions’ Board.

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Timothy Vines           
 
Independent
Director Since:  2018
Age:  53
 
Top Skills
•    Banking and Financial Services
•    Executive Compensation and Benefits
•    Human Resources/Human Capital Management
•    Risk Management
•    Strategic Planning and Strategy Development
 
 Regions Committees
• Audit Committee (Audit Committee Financial Expert)
• CHR Committee
Mr. Vines currently serves as the President and CEO of Blue Cross and Blue Shield of Alabama (“BCBSAL”), a non-profit, independent licensee of the Blue Cross and Blue Shield Association and the largest provider of healthcare benefits in Alabama. He served as BCBSAL’s Chief Administrative Officer from August 2012 through March 2017, as its Executive Vice President from March through November of 2017, and as its President and Chief Operating Officer from November 2017 through March 2018 before being named its President and CEO in April 2018.
 
 
 
Skills and Qualifications
Throughout Mr. Vines’ career at BCBSAL, which has spanned nearly 25 years, he has served in areas of increasing responsibility and leadership. Mr. Vines also serves as Vice Chair of the Board of Prime Therapeutics LLC, a pharmacy benefit management company owned jointly by several Blue Cross Blue Shield plans, including BCBSAL. He also serves on Prime’s Governance Committee and Finance Committee.
Mr. Vines is very active in the community by his involvement with multiple nonprofit and charitable organizations. He serves on the boards of the American Red Cross, the Better Business Bureau serving South and Central Alabama, the Birmingham Business Alliance, and American Character Builders. He also serves as chair of the board of trustees at Samford University in Birmingham, Alabama. Mr. Vines holds a degree in finance from Auburn University and worked in banking for over five years after graduating college. Mr. Vines’ extensive understanding of operating a large company within a highly regulated industry and his dynamic leadership capabilities make him well qualified to be a member of Regions’ Board.

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2019 Proxy Statement

PROPOSAL 1-ELECTION OF DIRECTORS

What criteria were considered by the NCG Committee in selecting the nominees?

 
The NCG Committee is charged with identifying, evaluating, and recommending to the Board individuals whom it believes are qualified to become Directors. The NCG Committee will consider and assess candidates consistent with criteria established by the Board and set forth in the Corporate Governance Principles and will take into consideration pertinent issues and factors bearing on the qualifications of candidates in light of such criteria. The NCG Committee may, from time to time, use its authority under its charter to retain a professional search firm to help identify candidates. During 2018, the NCG Committee engaged a professional search firm to assist in identifying and compiling information regarding potential nominees.
Commitment to Board Diversity
In February of this year, the Board approved changes to our Corporate Governance Principles that reaffirm our Board’s commitment to diversity. Specifically, when searching for new candidates, the NCG Committee shall endeavor to include highly qualified candidates who reflect diverse backgrounds (including gender, race, and ethnicity) in the pool from which nominees are chosen. Further, any third-party firm or consultants used to compile a pool of candidates will be requested to include such individuals.
Directors should have experience in positions with a high degree of responsibility, serve as leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions they can make to the Board and the Company. The NCG Committee actively considers diversity (including gender, race, and ethnicity) in its recruitment and nomination of individuals for directorship, and diversity is one component of the Board’s annual self-evaluation. In addition to the items specified in the Corporate Governance Principles, the NCG Committee considers the technical and professional skills nominees have gained through their leadership roles. Such skills may include, but are not limited to, experience or acumen in:
audit/accounting/finance/capital allocation;
banking and financial services;
business operations and technology;
corporate communications, public relations, or marketing;
corporate governance;
environmental and sustainability practices;
executive compensation and benefits;
growth and innovation;
human resources/human capital management;
information/cyber security;
regulatory or compliance;
risk management; and
strategic planning and strategy development.
The NCG Committee considers a wide breadth of factors and characteristics when evaluating nominees. With respect to the 2019 nominees, the NCG Committee selected candidates who possess the highest personal and professional ethics, integrity, and values. Candidates must also be committed to representing the long-term interests of Regions’ shareholders.
 
 
In addition to reviewing each candidate’s background and accomplishments, the NCG Committee assesses candidates for directorship in the context of the current composition of the Board and committees and Regions’ evolving needs. The NCG Committee further seeks to ensure that the Board reflects a range of talents, ages, skills, diversity, and expertise sufficient to provide sound and prudent guidance and oversight with respect to Regions’ operations and interests.
The NCG Committee also takes into account the number of boards on which the candidates already serve.

Leadership and outside board experience are two of the
many qualities considered by the NCG Committee.
Of the seven nominees standing for election who currently serve on an outside public company board:
five of those nominees chair committees,
one serves as the independent chair of his outside board, and
two serve as the lead independent director on their outside boards.

Although the Board values the experience and knowledge gained through service on other boards, the Board also requires that its members be able to dedicate the time and resources necessary to ensure the diligent performance of their duties on the Company’s behalf, including attending Board and committee meetings and the annual meeting.
In February, when the NCG Committee and Board were making determinations regarding which incumbent Directors should be nominated for this year’s annual meeting, each Director’s self-identified skills and diversity attributes were considered as part of the decision-making process. Additional information about each nominee can be found within their biographies beginning on page 36.
When making its recommendations to the Board, the NCG Committee carefully considers the career experiences and self-identified skills and diversity attributes of each potential nominee. These factors, along with other considerations such as the results from the self-evaluation process and independence findings, are part of the overall total mix of items evaluated by the NCG Committee and Board when making nomination determinations. For more information, see the Board, Committee, and Individual Director Evaluation Program section of this proxy statement.
It is the Board’s policy that, at all times, at least a majority of its members meet the standards of independence promulgated by the SEC and the NYSE, and as set forth in the Corporate Governance Principles.
A shareholder who wishes to recommend a candidate for consideration by the NCG Committee may do so at any time. For more information, see the Questions and Answers about the Annual Meeting and Voting & Other Information section of this proxy statement.

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2019 Proxy Statement
43

PROPOSAL 1-ELECTION OF DIRECTORS

What skills and characteristics are currently represented on the Board?

 
The NCG Committee determined that the below skills are inextricably linked to proper Board oversight of the Company. The Board and Skills Composition Matrix, which follows the below chart, sets forth which Directors have self-identified as having considerable or extensive experience in each of these necessary skill areas.
Skill
 
Description
A