Shareholder Vote · Company Update

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 April 25, 2023 Date of Report (date of earliest event reported) (Exact name of registrant as specified in its charter) TN 001-15185 62-0803242 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 165 Madison Avenue Memphis, Tennessee 38103 (Address of Principal Executive Offices) (Zip Code) (Registrant's telephone number, including area code)   ( 901 ) 523-4444 (Former name or former address, if changed since last report.) 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))  Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Exchange on which Registered $0.625 Par Value Common Capital Stock   FHN New York Stock Exchange LLC Depositary Shares, each representing a 1/400th interest in FHN PR B New York Stock Exchange LLC a share of Non-Cumulative Perpetual Preferred Stock, Series B Depositary Shares, each representing a 1/400th interest in FHN PR C New York Stock Exchange LLC a share of Non-Cumulative Perpetual Preferred Stock, Series C Depositary Shares, each representing a 1/400th interest in FHN PR D New York Stock Exchange LLC a share of Non-Cumulative Perpetual Preferred Stock, Series D Depositary Shares, each representing a 1/4,000th interest in FHN PR E New York Stock Exchange LLC a share of Non-Cumulative Perpetual Preferred Stock, Series E Depositary Shares, each representing a 1/4,000th interest in FHN PR F New York Stock Exchange LLC a share of Non-Cumulative Perpetual Preferred Stock, Series F Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o ITEM 5.07.     Submission of Matters to a Vote of Security Holders. (a) & (b)    Voting Results for 2023 Annual Meeting On April 25, 2023, First Horizon Corporation ("First Horizon") held its annual meeting of shareholders. At the annual meeting, four vote items were acted upon by the shareholders. The number of votes cast for or against as to each such matter or nominee, and the number of abstentions and broker non-votes as to each such matter or nominee, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share. VOTE ITEM 1 ELECTION OF DIRECTORS Outcome: All Nominees were Elected Nominee For Against Abstain Broker Non-Vote Harry V. Barton, Jr. 385,558,634 4,284,480 2,581,023 61,904,429 John N. Casbon 386,562,655 3,264,887 2,596,596 61,904,429 John C. Compton 362,591,992 27,188,253 2,643,892 61,904,429 Wendy P. Davidson 385,423,091 4,324,239 2,676,808 61,904,429 William H. Fenstermaker 377,686,896 12,130,388 2,606,854 61,904,429 D. Bryan Jordan 373,020,639 14,396,393 5,007,105 61,904,429 J. Michael Kemp, Sr. 376,684,105 13,116,192 2,623,840 61,904,429 Rick E. Maples 384,803,380 4,998,350 2,622,408 61,904,429 Vicki R. Palmer 368,900,753 20,879,140 2,644,245 61,904,429 Colin V. Reed 373,320,306 16,461,991 2,641,841 61,904,429 E. Stewart Shea III 377,586,020 12,244,976 2,593,142 61,904,429 Cecelia D. Stewart 385,496,546 4,256,071 2,671,521 61,904,429 Rosa Sugrañes 385,302,933 4,452,113 2,669,092 61,904,429 R. Eugene Taylor 380,536,744 9,065,284 2,822,109 61,904,429 VOTE ITEM 2 RATIFICATION OF APPOINTMENT OF AUDITOR Outcome: Ratified Auditor For Against Abstain Broker Non-Vote KPMG LLP 409,588,718 41,468,019 3,271,830 — VOTE ITEM 3 ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION Outcome: Approved Details For Against Abstain Broker Non-Vote Advisory resolution to approve compensation of certain executive officers as described in the 2023 Proxy Statement 374,631,446 13,930,680 3,862,011 61,904,429    2 FORM 8-K CURRENT REPORT 4/25/2023 VOTE ITEM 4 ADVISORY RESOLUTION ON FREQUENCY OF SAY ON PAY Outcome: "Every Year" Received a Majority of the Votes Cast Details Every Year Every Two Years Every Three Years Abstain Broker Non-Vote Advisory resolution on the frequency (whether every year, every two years or every three years) that an advisory resolution to approve the compensation of certain executive officers should be presented to shareholders 374,562,042 586,756 14,190,681 3,084,659 61,904,429 ITEM 8.01.    Other Events Press Release: Transition from LIBOR to CME Term SOFR. On April 25, 2023, First Horizon issued a press release announcing that, after June 30, 2023, CME Term SOFR, plus the applicable spread, will be the replacement reference rate for certain outstanding floating rate or fixed-to-floating rate securities, listed in the release, that currently use or are scheduled to use U.S. dollar LIBOR as the reference rate. The text of the release is attached hereto as Exhibit 99 and incorporated by reference into this Item 8.01. Updated S-8 Power of Attorney. First Horizon hereby files, as Exhibit 24.1 to this Current Report, a power of attorney signed by its current directors along with its principal financial and accounting officers. The new power of attorney relates to certain registration statements filed on Form S-8 from 1996 to 2021, and updates earlier powers of attorney. ITEM 9.01.    Financial Statements and Exhibits The following exhibits are filed herewith:   Exhibit #   Description 24.1  Power of Attorney 99  Press release dated April 25, 2023 104  Cover Page Interactive Data File, formatted in Inline XBRL    3 FORM 8-K CURRENT REPORT 4/25/2023 SIGNATURES   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 CORPORATION   (Registrant)         April 25, 2023 By: /s/ Clyde A. Billings, Jr.     Clyde A. Billings, Jr.     Senior Vice President, Assistant General Counsel and Corporate Secretary    4 FORM 8-K CURRENT REPORT 4/25/2023