Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 27, 2021   First Horizon Corporation (Exact Name of Registrant as Specified in Charter)   TN   001-15185   62-0803242 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)               165 Madison Avenue   Memphis   Tennessee   38103 (Address of Principal Executive Office)   (Zip Code)   ( 901 ) 523-4444 Registrant’s telephone number, including area code   (Former name or former address, if changed from 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:   ☐ 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 1/4,000 th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A FHN PR A New York Stock Exchange LLC Depositary Shares, each representing a 1/400 th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series B FHN PR B New York Stock Exchange LLC Depositary Shares, each representing a 1/400 th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C FHN PR C New York Stock Exchange LLC Depositary Shares, each representing a 1/400 th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series D FHN PR D New York Stock Exchange LLC Depositary Shares, each representing a 1/4,000 th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series E FHN PR E New York Stock Exchange LLC   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. ☐         ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers   (e)       Approval of 2021 Incentive Plan   On April 27, 2021, the shareholders of First Horizon Corporation (“First Horizon”) approved the First Horizon Corporation 2021 Incentive Plan. Adoption of the Plan was effective immediately. The Plan is described in First Horizon’s 2021 Proxy Statement under the caption Vote Item 2—Approval of 2021 Incentive Plan beginning on page 53, which description is incorporated into this item 5.02 by reference.   ITEM 5.07. Submission of Matters to a Vote of Security Holders   (a) & (b)      Voting Results for 2021 Annual Meeting   On April 27, 2021, 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. 439,769,496 3,185,449 372,486 51,446,665 Kenneth A. Burdick 435,565,982 7,324,093 437,356 51,446,665 Daryl G. Byrd 438,495,127 4,459,012 373,292 51,446,665 John N. Casbon 440,283,734 2,643,990 399,708 51,446,665 John C. Compton 436,851,791 6,037,890 437,750 51,446,665 Wendy P. Davidson 439,434,702 3,439,806 452,924 51,446,665 William H. Fenstermaker 440,580,712 2,377,104 369,615 51,446,665 D. Bryan Jordan 439,885,202 3,052,888 389,342 51,446,665 J. Michael Kemp, Sr. 439,411,224 3,526,875 389,332 51,446,665 Rick E. Maples 440,353,946 2,575,469 398,017 51,446,665 Vicki R. Palmer 433,708,297 9,205,153 413,981 51,446,665 Colin V. Reed 433,612,401 9,289,779 425,252 51,446,665 E. Stewart Shea III 440,149,699 2,801,845 375,888 51,446,665 Cecelia D. Stewart 439,466,252 3,442,003 419,177 51,446,665 Rajesh Subramaniam 438,112,375 4,766,040 449,017 51,446,665 Rosa Sugrañes 439,544,160 3,295,284 487,988 51,446,665 R. Eugene Taylor 439,732,104 3,167,653 427,674 51,446,665   FIRST HORIZON CORPORATION 2 FORM 8-K CURRENT REPORT 4/27/2021         Vote Item 2: Approval of 2021 Incentive Plan Outcome: Approved Details For Against Abstain Broker Non-vote Proposal to approve the 2021 Incentive Plan, as described in the 2021 Proxy Statement 433,612,078 8,690,366 1,024,988 51,446,665   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 2021 Proxy Statement 430,663,852 11,120,413 1,543,167 51,446,665   Vote Item 4: Ratification of Appointment of Auditors Outcome: Ratified Auditor For Against Abstain Broker Non-vote KPMG LLP 460,773,526 33,453,290 547,280 0   Item 9.01. Financial Statements and Exhibits   (d)       Exhibits   The following exhibits are filed herewith or incorporated herein:   Exhibit #   Description       10.1   First Horizon Corporation 2021 Incentive Plan, 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 15, 2021       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.   *  *  *  *  *   FIRST HORIZON CORPORATION 3 FORM 8-K CURRENT REPORT 4/27/2021         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)         Date: April 28, 2021   By:  /s/ Clyde A. Billings, Jr.              Clyde A. Billings, Jr.     Senior Vice President, Assistant     General Counsel, and Corporate Secretary   FIRST HORIZON CORPORATION 4 FORM 8-K CURRENT REPORT 4/27/2021