SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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|ITEM 5.03.||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year|
Restatement of Charter
On October 27, 2020, the Board of Directors of First Horizon National Corporation (“First Horizon”) approved the restatement of First Horizon’s corporate Charter, incorporating all prior amendments into a single document. Those amendments: designated Series B, C, D, and E preferred stock, shares of which underlie certain of the Depositary Shares listed on the cover page of this Report; and increased the number of common shares that First Horizon is authorized to issue. Those amendments were reported previously in First Horizon’s Current Reports on Form 8-K filed on May 28, 2020 and July 2, 2020.
First Horizon filed its Restated Charter with the Secretary of State of Tennessee on October 27, 2020, effective immediately upon filing.
First Horizon’s Restated Charter is filed as Exhibit 3.1.
Further Amendment of Charter--Corporate Name Change
On October 27, 2020 the Board of Directors of First Horizon approved an amendment to Article 1 of First Horizon’s Restated Charter, changing the corporate name from “First Horizon National Corporation” to “First Horizon Corporation.” Tennessee law does not require this name change to be approved by shareholders. First Horizon will file the amendment with the Tennessee Secretary of State’s office later, to allow time for certain notices and other administrative functions to be completed. First Horizon expects the amendment and name change to become effective on November 30, 2020.
The Board also approved conforming changes to First Horizon’s bylaws and other corporate documents. These changes will be implemented when the charter amendment is effective.
Outstanding stock and other securities of First Horizon will not be legally affected by the name change. After the name change, First Horizon’s common stock will continue to trade on the New York Stock Exchange under the symbol FHN, and depositary shares related to outstanding preferred stock will continue to trade under the symbols FHN PR A, FHN PR B, FHN PR C, FHN PR D, and FHN PR E. Valid stock certificates bearing First Horizon’s old name will continue to be valid, and need not be exchanged for new ones.
Amendment of Bylaws
On October 27, 2020, First Horizon’s Board of Directors unanimously amended Section 3.17(e)(ii) of First Horizon’s Bylaws. That section of the Bylaws was added in conjunction with First Horizon’s recent merger with IBERIABANK Corporation (“IBKC”), as reported previously on First Horizon’s Current Report filed on July 2, 2020. Section 3.17(e)(ii) provides that Board committees should be comprised of one fewer director from legacy IBKC than from legacy First Horizon. The amendment codified a degree of flexibility by adding the underlined language:
(ii) each committee of the Boards of Directors of the Corporation and of First Horizon Bank shall, to the extent reasonably practicable, have a number of Continuing IBKC Directors that is one (1) less than the number of Continuing First Horizon Directors serving on each such committee,
The amended and restated Bylaws are filed as Exhibit 3.2.
|Item 9.01.||Financial Statements and Exhibits.|
The following exhibits are filed herewith:
|3.1||Restated Charter of First Horizon National Corporation|
|3.2||Bylaws of First Horizon National Corporation, as amended and restated October 27, 2020|
|24.1||Power of Attorney executed by certain directors and officers of First Horizon National Corporation, related to certain registration statements previously filed|
|104||Cover Page Interactive Data File, formatted in Inline XBRL|
All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.
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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.
|First Horizon National Corporation|
|Date: October 29, 2020||By: /s/ Clyde A. Billings, Jr.|
|Clyde A. Billings, Jr.|
|Senior Vice President, Assistant|
|General Counsel, and Corporate Secretary|