Executive Change · Shareholder Vote

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 23, 2024 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 * All shares of Series D Preferred Stock were called for redemption effective May 1, 2024. That redemption will result in the redemption, suspension from trading, and delisting of the related Series D Depositary Shares. 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 23, 2024, 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. 405,103,587 3,675,418  333,456  59,561,399 Velia Carboni 405,665,424 3,100,348  346,690  59,561,399 John C. Compton 385,691,377 23,075,592  345,493  59,561,399 Wendy P. Davidson 404,453,387 4,318,088  340,986  59,561,399 John W. Dietrich 384,939,499 23,795,694  377,269  59,561,399 D. Bryan Jordan 395,316,569 12,232,254  1,563,639  59,561,399 J. Michael Kemp, Sr. 394,201,014 14,562,516  348,931  59,561,399 Rick E. Maples 402,279,359 6,421,577  411,526  59,561,399 Vicki R. Palmer 395,064,816 13,691,046  356,599  59,561,399 Colin V. Reed 397,006,520 11,752,016  353,926  59,561,399 Cecelia D. Stewart 404,792,184 3,958,814  361,465  59,561,399 Rosa Sugrañes 404,752,151 4,019,447  340,863  59,561,399 R. Eugene Taylor 404,409,928 4,267,238  435,296  59,561,399 VOTE ITEM 2 RATIFICATION OF APPOINTMENT OF AUDITOR Outcome: Ratified Auditor For Against Abstain Broker Non-Vote KPMG LLP 433,044,366 35,219,300 410,195 — VOTE ITEM 3 APPROVAL OF AMENDMENT TO 2021 INCENTIVE PLAN Outcome: Approved Details For Against Abstain Broker Non-Vote Proposal to approve amendment of the 2021 Incentive Plan, increasing the shares authorized for awards, as described in the 2024 Proxy Statement 394,948,497 13,531,673 632,291 59,561,399    2 FORM 8-K CURRENT REPORT 4/23/2024 VOTE ITEM 4 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 2024 Proxy Statement 395,079,714 12,916,538 1,116,210 59,561,399 ITEM 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Approval of Amendment of 2021 Incentive Plan As mentioned above, on April 23, 2024, the shareholders of First Horizon Corporation (“First Horizon”) approved amendment of the First Horizon Corporation 2021 Incentive Plan increasing the shares authorized for awards by 13 million, and proportionately increasing certain other subordinate share limits. Approval was effective immediately. The Plan, and the amendment approved, are described in First Horizon’s 2024 Proxy Statement under the caption Vote Item 3—Approval of Amendment to 2021 Incentive Plan beginning on page 49, which description is incorporated into this item 5.02 by reference. ITEM 8.01.    Other Events 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 the upcoming registration on Form S-8 of the additional shares authorized for awards under the 2021 Incentive Plan by the shareholders in Vote Item 3, and to certain existing registration statements filed on Form S-8 related to various employee benefit plans. In the latter function, Exhibit 24.1 updates earlier powers of attorney. ITEM 9.01.    Financial Statements and Exhibits The following exhibits are filed herewith:   Exhibit #   Description 10.1  First Horizon Corporation 2021 Incentive Plan, as amended February 25, 2024, incorporated herein by reference to Appendix A to First Horizon’s Proxy Statement (Schedule 14A Information) filed with the Securities and Exchange Commission on March 11, 2024 24.1  Power of Attorney 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.    3 FORM 8-K CURRENT REPORT 4/23/2024 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 23, 2024 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 4/23/2024