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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2006
REGIONS FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-6159 63-0589368
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
417 North 20th Street, Birmingham, Alabama 35203
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(Address of principal executive offices) (Zip code)
(205) 944-1300
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
At the annual meeting of stockholders of Regions Financial Corporation
held on May 18, 2006, the stockholders approved the Regions Financial
Corporation 2006 Long Term Incentive Plan. The plan had been previously adopted
by the compensation committee of the Company, subject to stockholder approval.
A copy of the plan document, which is included as exhibit 99.1 to this
current report on Form 8-K, is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
The company's corporate governance principles provide as follows:
Retirement Age of Directors. Directors should retire from the Board on
the eve of the next annual meeting of stockholders after reaching age
68.
[Transition Rule: The retirement age is 70 for those former directors
of Union Planters Corporation who are at least 67 as of July 1, 2004.]
In accordance with these provisions, James E. Harwood, W. Woodrow Stewart,
and John H. Watson have reached mandatory retirement age and retired as
directors on May 18, 2006.
In addition, the terms of office of James S.M. French, Carl E. Jones, Jr.,
Parnell S. Lewis, Jr., and Richard A. Trippeer, Jr. as directors expired at the
annual meeting of stockholders on May 18, 2006, and their terms of office did
not continue beyond the meeting.
The company expresses its appreciation to these directors for their years
of service and recognized them for their service during the annual meeting.
At its regular meeting on May 18, 2006, the board of directors elected
Jackson W. Moore to the position of chairman of the board of directors. Mr.
Moore replaces Carl E. Jones, Jr. in that position.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The exhibit listed in the exhibit index is filed as a
part of this current report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGIONS FINANCIAL CORPORATION
(Registrant)
By: /s/ Ronald C. Jackson
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Ronald C. Jackson
Senior Vice President and Comptroller
Date: May 23, 2006
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Regions Financial Corporation 2006 Long Term Incentive Plan.