Proxy Summary

Please read the entire proxy statement before voting. This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. Page references are supplied to help you find further information in the proxy statement.

The Annual Meeting Time and Date:   10:00 a.m. local time, April 25, 2017       Place:Time and Date:    Auditorium, First Tennessee Building 165 Madison Avenue, Memphis, Tennessee10:00 a.m. local time, April 24, 2018       Record Date:Place:    February 24, 2017First Tennessee First Ops Building, 3451 Prescott Road, Memphis, Tennessee 38118       Record Date: February 23, 2018 Common Shares Outstanding and Entitled to Vote on Record Date: 326,835,154    233,782,557       Internet Availability:   First Horizon uses the SEC’s “notice and access”rule. Notice of internet availability of proxy materials will be sent on or about March 13, 2017.12, 2018.   Vote Items Vote Items     Matter   Matter Board Recommendation   Page Reference Vote Item 1   Election of directors.We are askingyou to elect the 1112 nominees named inthisin this proxy statement as directors for aone-yeara one-year term. Each of our currentdirectorscurrent directors is standing for re-election.   FOR each directornominee   27 Vote Item 2   Amendments to modernize our Restated Charter. We are asking you to approve several technical amendments to modernize and streamline our Restated Charter. FOR 36 Vote Item 3 Advisory resolution on executivecompensation. In accordance with SECrules,SEC rules, we are asking you to approve, onanon an advisory basis, the compensation ofourof our named executive officers asdisclosedas disclosed in this proxy statement.   FOR   3438 Vote Item 3   Say-on-pay vote frequency. We areasking you to approve continuing ourcurrent policy of holding a “say-on-pay” vote every year.   FOR a say-on-pay vote frequency of EVERY YEAR   36 Vote Item 4   Ratification of appointment ofauditors. We are asking you to ratify theappointmentthe appointment of KPMG LLP as ourauditorsour auditors for 2017.2018.   FOR   3740 1 20162017 Performance Highlights   Our strategic and operating results in 20162017 were excellent.outstanding. Compared to 2015,2016, we achieved   9% 10% 11% growth in growth in growth in consolidated revenues average loans core deposits 36% 4% 16%           growth in growth in growth in regional bank pre-tax income consolidated revenue net interest income   Total shareholder return (TSR) for 2016 was 40%, More detailed discussion of our fifth consecutive yearfinancial performance can be found on pages 43 to 45 of positive TSR. Our TSR for the past five years is shownCompensation Discussion and Analysis section of this proxy statement. In addition, we completed three strategic acquisitions, growing our total assets to $41 billion and becoming the fourth largest regional bank in the table below:Southeast, with over 800,000 customers and more than 300 branches in Tennessee, North Carolina, South Carolina, Florida, Mississippi, Georgia, Texas and Virginia.     Acquisitions Closed in 2017 Capital Bank November 30, 2017 $10 billion banking organization with over 150 branches in four Southeastern U.S. states Coastal Securities April 3, 2017 National leader in the trading, securitization, and analysis of Small Business Administration loans Professional Mortgage Company October 2, 2017 Leading provider of institutional debt capital and commercial mortgage loan servicing   Compensation Highlights (detailed discussion begins on page 40)43)   Our compensation policies and philosophiespractices are designed to align the interests of our employees with the interests of our shareholders. We seek to attract, retain, incent, and reward individuals who contribute to our long-term success. We strive to link pay to Company performance for all executive officers, including our CEO. Our compensation practices embrace many best practice corporate governance principles.   D. Bryan Jordan, our CEO, was recruited as CFO in 2007 and promoted to CEO in September 2008. He has led the restructuring of the company, the development and implementation of new strategies, and the recruitment of the current management team. He has emphasized improving economic profit and controlling costs. Our operating results have improved significantly.significantly during his tenure. The Compensation Committee considered his significant contributions in turning around the company when making decisions about his pay for 2016.2017. In each of the past three years, Mr. Jordan has met or exceeded his personal goals. He has providedprovides consistent, critical leadership in challengingdynamic times. Mr. Jordan’s regular annual target-level pay is in line withcontinues to be below the median of FHN’s peer group. His pay mix—the structure of the various components of his pay—is also consistent with that ofin line with company peers. HisThe Committee believes that Mr. Jordan’s leadership is known throughout the industry. He is a director or executive committee member of the Federal Reserve Bank of St. Louis, American Bankers Association, Mid-Size Bank Coalition of America, Tennessee Bankers Association, and Operation HOPE (which strives to provide banking services to financially or socially disadvantaged persons). In 2016 he was named CEO of the year byInside Memphis Business, and was featured as a top-ten CEO inAmerican Banker. These associations and recognitions reflect well on our company and enhance Mr. Jordan’s connections to the financial services community. Mr. Jordan’s direct compensation actually paid or earned during or in 2016relation to 2017 (consisting of salary, bonus paid, and stock awards vested) was approximately $3.6$10.7 million. See page 66 for details. 2 Our executive compensation practices embrace many best practice corporate governance principles.   Compensation Practices We Employ Practices We Avoid or Prohibit         Performance-based (at-risk) and stock-based payemphasized     Tax gross-up features* Performance measures drive shareholder value     Stock option repricings Performance measures emphasize controllableoutcomes     Discount-priced stock options Committee use of independent consultant on pay     Single-trigger change in control payouts Meaningful share ownership requirements     Employment agreements Require holding 50% of after-tax vested stockawards during career with the company, rising to75%to 75% if multiple-of-salary minimum stockownershipstock ownership levels are not met    Double-trigger on change in control features andagreements (CIC event plus qualifyingtermination)    Clawbacks if financial results relevant to cash orstock performance awards are restated undervarious circumstances    Tax gross-up features*    Stock option repricings    Discount-priced stock options    Single-trigger change in control payouts    Employment agreements Hedging transactions in First Horizon stock (e.g., trading derivatives, taking short positions, or hedging long positions)     Double-trigger on change in control features and agreements (CIC event plus qualifying termination) Personal use of corporate aircraft aircraft** Clawbacks if financial results relevant to cash or stock performance awards are restated under various circumstances     * An excise tax gross-up feature is grandfathered in certain older change-in-control severance agreements, but has not been used in new agreements since 2008. ** The CEO’s spouse is permitted to accompany the CEO on business flights.   Governance Highlights (a detailed discussion begins on page 8)   First Horizon is dedicated to operating in accordance with sound corporate governance principles. We believe that these principles not only form the basis for our reputation of integrity in the marketplace but also are essential to our efficiency and overall success. Some of our corporate governance principles, policies and practices are listed below.     Annual director elections   Majority voting   Independent Lead Director   10All non-employee directors (10 of 11 directors12 directors) are independent   Board refreshment: 5 new directors in the last 6 years   Clawback policy   Stock ownership guidelines for directors and executives 8 of 11 directors serve on one or no other public company boards   ***Ranked by American Banker as No. 5 among the Top 10 Most Reputable U.S. Banks*** ***Member, 2018 Bloomberg Gender-Equality Index*** ***Top 50 Companies for Executive Women*** ***Top Employer Recognition from Fortune, American Banker, Working Mother, Profiles in Diversity Journal, the Dave Thomas Foundation for Adoption and the Human Rights Campaign*** ***Top 10 Technology Innovators*** ***Financial Empowerment through Collaboration with Operation HOPE*** ***Strong 152 Year Tradition of Service and Stability*** 3 2018 ANNUAL MEETING & PROXY STATEMENT—GENERAL MATTERS 20172018 Annual Meeting & Proxy Statement—General Matters   Purpose of the Annual Meeting of Common Shareholders   Our Board of Directors is soliciting proxies to be voted at our upcoming annual meeting of the holders of First Horizon’s common stock (and at any adjournment or adjournments of the meeting). At the meeting, our common shareholders will act to elect eleventwelve directors; to vote on technical amendments to modernize our Restated Charter; to vote on an advisory resolution to approve executive compensation (“say on pay”); to vote on an advisory proposal to determine the frequency (whether every year, every two years, or every three years) of future say on pay votes; and to ratify the appointment of KPMG LLP as our independent auditors for 2017.2018.   Date, Time & Place of the Annual Meeting   The annual meeting of the holders of our common stock will be held on Tuesday, April 25, 201724, 2018 at 10:00 a.m. local time inat the Auditorium of our principal executive office, First Tennessee First Ops Building, 165 Madison Avenue,3451 Prescott Road, Memphis, Tennessee 38103.38118. To obtain additional information or directions to be able to attend the meeting and vote in person, contact our Corporate Communications office at 866-365-4313.   Terms Used in this Proxy Statement   In this proxy statement, First Horizon National Corporation is referred to by the use of “we,” “us” or similar pronouns, or simply as “FHN” or “First Horizon,” and First Horizon and its consolidated subsidiaries are referred to collectively as “the company.” The term “shares” means First Horizon’s common stock, and the term “shareholders” means the holders of that common stock, unless otherwise clearly stated. In addition, the notice of the 20172018 annual meeting of shareholders, this proxy statement, our annual report to shareholders for the year ended December 31, 2016,2017, and the proxy card are referred to as our “proxy materials.” Though the annual report to shareholders is included in the term “proxy materials,” it is not “soliciting material” under SEC Regulation 14A.   Internet Availability of Proxy Materials   AgainExcept as noted below, we are again this year we are using the SEC’s “notice and access” rule, which allows us to furnish our proxy materials over the internet to our shareholders instead of mailing paper copies of those materials to each shareholder. As a result, beginning on or about March 13, 2017,12, 2018, we sent to most of our shareholders by mail or e-mail a notice of internet availability of proxy materials, which contains instructions on how to access our proxy materials over the internet and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received only a notice, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice. If you received a paper copy of the notice, we encourage you to help us save money and reduce the environmental impact of delivering paper notices by signing up to receive all of your future proxy materials electronically.   The holders of First Horizon’s depositary shares, each representing a 1/4000th interest in a share of non-cumulative perpetual preferred stock, Series A, issued by First Horizon on January 31, 2013 (the “preferred holders”), are not entitled to vote at the annual meeting, but are entitled under the Tennessee Business Corporation Act to receive notice of the meeting (stating that one of the purposes of the meeting is to consider the proposed technical amendments to modernize our 4 2018 ANNUAL MEETING & PROXY STATEMENT—GENERAL MATTERS Restated Charter) and a copy or summary of the proposed amendments. Therefore, in fulfillment of this requirement, we will be delivering copies of the notice of annual meeting and this proxy statement to the preferred holders beginning on or about March 12, 2018 in accordance with such holders’ previously expressed delivery preferences. If you own shares of common stock in more than one account—for example, in a joint account with your spouse and in your individual brokerage account—you may have received more than one notice. To vote all of your shares, please follow each of the separate voting instructions that you received for your shares of common stock held in each of your different accounts.   4 Voting by Proxy & Revoking your Proxy   The First Horizon Board of Directors is asking you to give us your proxy. Giving us your proxy means that you authorize another person or persons to vote your shares of our common stock at the annual meeting of shareholders in the manner you direct. Giving us your proxy allows your shares to be voted even if you do not attend the annual meeting in person. You may revoke your proxy at any time before it is exercised by writing to the Corporate Secretary, by timely delivering a properly executed, later-dated proxy (including by telephone or internet) or by voting by ballot at the meeting. All shares represented by valid proxies received pursuant to this solicitation, and not revoked before they are exercised, will be voted in the manner specified on the proxy.If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the recommendations of our Board of Directors as follows:   FOR:   1. Election of eleventwelve directors to serve until the 20172019 annual meeting of shareholders and until their successors are duly elected and qualified.     2. Vote on technical amendments to modernize the Company’s Restated Charter. 3. Approval of an advisory resolution to approve executive compensation (“say on pay”).     3. Approval of an annual frequency for the say on pay vote. 4. Ratification of the appointment of auditors.   Solicitation of Proxies   First Horizon will pay the entire cost of soliciting the proxies. In following up the original solicitation of the proxies, we may request brokers and others to send proxy materials to the beneficial owners of the shares and may reimburse them for their expenses in so doing. If we deem it necessary, we may also use several of our employees to solicit proxies from the shareholders, either personally or by telephone, letter or e-mail, for which they will receive no compensation in addition to their normal compensation. We have hired Morrow Sodali LLC, 470 West Ave., Stamford, CT 06902 to aid us in the solicitation of proxies for a fee of $8,000$9,000 plus out-of-pocket expenses. An additional charge of $6.50 per holder will be incurred should we choose to have Morrow Sodali LLC solicit individual holders of record.   Quorum & Vote Requirements   Except for our depositary shares (each representing a 1/4000th interest in a share of non-cumulative perpetual preferred stock, Series A, issued by First Horizon on January 31, 2013), which have limited voting rights and no right to vote at the annual meeting, our common stock is our only class of voting securities. There were 233,782,557326,835,154 shares of common stock outstanding and entitled to vote as of February 24, 2017,23, 2018, the record date for the annual shareholders’ meeting. Each share is entitled to one vote. A quorum of the shares must be represented at the meeting to take action on any matter at the meeting. A majority of the votes entitled to be cast constitutes a quorum for purposes of the annual meeting. Both “abstentions” and broker “non-votes” will be considered present for quorum purposes, but will not otherwise have any effect on the vote items. 5 2018 ANNUAL MEETING & PROXY STATEMENT—GENERAL MATTERS   The affirmative vote of a majority of the votes cast is required to elect the nominees as directors, and we have adopted a director resignation policy that requires a director who does not receive the affirmative vote of a majority of the votes cast with respect to his or her election to tender his or her resignation. For additional information on our director resignation policy, see the summary of the policy in the “Corporate Governance & Board Matters” section of this proxy statement beginning on page 8. The policy is also contained in our Corporate Governance Guidelines, which are available on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”).   The affirmative vote of a majority of the votes cast is required to approve the proposed amendments to our Restated Charter, to approve the advisory resolution to approveon executive compensation to approve an annual frequency for the say on pay vote and to ratify the appointment of auditors. 5 Effect of Not Casting Your Vote   Shares Held in Street Name. If you hold your shares in street name it is critical that you instruct your broker or bank how to vote if you want your vote to count in the election of directors, the amendments to our Restated Charter and the advisory resolution to approve executive compensation and the advisory proposal to determine the frequency of the say on pay vote (Vote Item Nos. 1, 2 and 3 of this proxy statement). Under current regulations, your broker or bank will not have the ability to vote your uninstructed shares in these matters on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your broker or bank how to vote, no votes will be cast on your behalf with respect to these matters. Your broker or bank will have the ability to vote uninstructed shares on the ratification of the appointment of auditors (Vote Item No. 4).   Shareholders of Record. If you are a shareholder of record and you do not vote your proxy, no votes will be cast on your behalf on any of the items of business at the annual meeting unless you attend the annual meeting and vote your shares there.   Duplicate Mailings & Householding   Duplicate mailings in most cases are inconvenient for you and an unnecessary expenditure for us. We encourage you to eliminate them whenever you can as described below.   Multiple Accounts. Some of our shareholders own their shares using multiple accounts registered in variations of the same name. If you have multiple accounts, we encourage you to consolidate your accounts by having all your shares registered in exactly the same name and address. You may do this by contacting our stock transfer agent, Wells Fargo Bank, N.A.Equiniti Trust Company (EQ), by phone toll-free at 1-877-536-3558, or by mail to Shareowner Services, P.O. Box 64854, St. Paul, MN 55164-0854.   Shares Held in Street Name. If you and other members of your household are beneficial owners of shares, meaning that you own shares indirectly through a broker, bank, or other nominee, you may eliminate any duplication of mailings by contacting your broker, bank, or other nominee. If you have eliminated duplicate mailings but for any reason would like to resume them, you must contact your broker, bank, or other nominee. Shareholders with the Same Address; Requesting Changes.If you are among the shareholders who receive paper copies of our proxy materials, SEC rules allow us to mail a single copy of those materials to all shareholders residing at the same address if certain conditions are met. This practice is referred to as “householding.” (Householding does not apply to either the proxy card or the notice of internet availability of proxy materials.) If your household receives only one copy of the proxy materials and if you wish to start receiving separate copies in your name, apart from others in your household, you must request that action by contacting our stock transfer agent, Wells Fargo Bank, N.A.,EQ, by phone toll-free at 1-877-536-3558 or by writing to it at Shareowner Services, Attn: Householding, P.O. Box 64854, St. Paul, MN 55164-0854. That request must be made by each person in the household who desires a separate copy. Within 30 days after your request is received we will start sending you separate mailings. If you and members of your household are receiving multiple copies and you want to eliminate the duplications, please request that action by contacting Wells FargoEQ using the contact 6 2018 ANNUAL MEETING & PROXY STATEMENT—GENERAL MATTERS information given in this paragraph above. In either case, in your communications, please refer to your account number and our company number (998).number. Please be aware that if you hold shares both in your own name and as a beneficial owner through a broker, bank or other nominee, it is not possible to eliminate duplications as between these two types of ownership. If your household receives only a single copy of the proxy materials, and if you desire your own separate copies for the 20172018 annual meeting, you may pick up copies in person at the meeting in April or download them from our website using the website address listed in the box below. If you would like additional copies mailed, we will mail them promptly if you request them from our Investor Relations department at our website by phone at 1-901-523-4444 (ask for the Investor Relations department), or by mail to Investor Relations, P.O. Box 84, Memphis, TN 38101. You may also request that additional copies be mailed by calling our Corporate Communications department at 1-866-365-4313. However, we cannot guarantee you will receive mailed copies before the 20172018 annual meeting. 6 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 25, 2017.24, 2018.   This proxy statement, our proxy card, and our annual report to shareholders are available at http://ir.fhnc.com. 7 CORPORATE GOVERNANCE & BOARD MATTERS Corporate Governance & Board Matters   In accordance with our Bylaws, First Horizon is managed under the direction of and all corporate powers are exercised by or under the authority of our Board of Directors. Our Board of Directors currently has eleventwelve members. All of our directors are also directors of First Tennessee Bank National Association (the “Bank” or “FTB”). The Bank is our principal operating subsidiary. First Horizon is dedicated to operating in accordance with sound corporate governance principles. We believe that these principles not only form the basis for our reputation of integrity in the marketplace but also are essential to our efficiency and overall success. Some of our corporate governance principles, policies and practices are highlighted below.   Corporate Governance Highlights   • Annual director elections.All our directors are elected by our shareholders every year.     • Majority voting.Our directors are elected by a majority of the votes cast in uncontested elections (plurality vote in contested elections).     • Director resignation policy.We have adopted a director resignation policy for directors who do not receive the affirmative vote of a majority of the votes cast.     • Independence.All current non-employee director nominees are independent under the NYSE listing standards.     • Board refreshment.Our Board values fresh perspectives. Over the past six years, we have added five new directors to our Board, and a majority of our directors have served for nineeight years or fewer.     • Shareholder engagement.Dialogue with our shareholders is a critical part of our company’s success. In addition to ourOur Investor Relations area’sarea conducts ongoing dialogue with our shareholders via conferences, road shows, on-site visits and the like and communicates financial and strategic matters through public disclosures such as quarterly earnings presentations, analyst packets and SEC filings. In addition, over the past several years our outside directors have met with both investors and proxy advisory firms to discuss issues of importance to them.     • Lead Director.Independent director Colin V. Reed serves as the Lead Director. The principal duties of the Lead Director are specified in the Corporate Governance Guidelines.     • Other directorships.All None of our current directors serveserves on three or fewermore than two public company boards (otherother than First Horizon); nineHorizon; eleven of our eleventwelve current directors serve on one or no other public company boards.     • Clawback.Our Compensation Recovery Policy (commonly known as a “clawback” policy) makes performance compensation paid based on erroneous financial data recoverable if the recipient caused the error or is responsible for the data’s accuracy. Additional clawback provisions apply to most types of stock awards if certain other misconduct occurs, such as fraud or certain competitive activities, or (starting in 2014) if grant or payment of an award was based on erroneous financial data or if a termination for cause occurs.     • Stock ownership guidelines.These Our guidelines require non-employee directors to own five times their annual cash base retainer in First Horizon stock. Executive officers must own between two and six times their salary in First Horizon stock, depending on their position. See page 4552 for additional details about the guidelines.     • Individual director evaluations.Each year, the Nominating & Corporate Governance Committee evaluates the performance of each non-employee director prior to determining whether to recommend him or her to the Board for renomination. See page 27 for additional detail on this process.     • Hedging.Company policy prohibits directors and executive officers from hedging with respect to First Horizon stock. 8 CORPORATE GOVERNANCE & BOARD MATTERS Key Corporate Governance Documents   Our Board has adopted the following key corporate governance documents. All of these are available, along with several other governance documents, such as our compensation recovery policy, stock ownership guidelines, and committee charters, on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”). Paper copies are also available to shareholders upon request to the Corporate Secretary.   Corporate Governance Guidelines • Provide our directors with guidance as to theirlegal accountabilities, promote the functioning oftheof the Board and its committees, and set forth acommona common set of expectations as to how the BoardshouldBoard should perform its functions.   Code of Business Conduct and Ethics • Sets forth the overarching principles that guidethe conduct of every aspect of our business.         • Any waiver of the Code of Business Conductand Ethics for an executive officer or directormustdirector must be promptly disclosed to shareholders inanyin any manner that is acceptable under the NYSElistingNYSE listing standards, including but not limited todistributionto distribution of a press release, disclosure on ourwebsite,our website, or disclosure on Form 8-K.   Code of Ethics for Senior Financial Officers • Promotes honest and ethical conduct, properdisclosure of financial information andcomplianceand compliance with applicable governmental laws,rules and regulations by our senior financialofficersfinancial officers and other employees who have financialresponsibilities.financial responsibilities.         • We intend to satisfy our disclosure obligationsunder Item 5.05 of Form 8-K related toamendmentsto amendments or waivers of the Code of Ethics forSeniorfor Senior Financial Officers by posting suchinformationsuch information on our website.   We have also adopted a Compliance and Ethics Program Policy, which highlights our commitment to having an effective compliance and ethics program by exercising due diligence to prevent and detect criminal conduct and otherwise by promoting an organizational culture that encourages ethical conduct and a commitment to compliance with the law.   Director Resignation Policy   Our Board has adopted a director resignation policy that requires a director who does not receive the affirmative vote of a majority of the votes cast with respect to his or her election to tender his or her resignation. Under the policy, the Nominating & Corporate Governance Committee must promptly consider the resignation tender and a range of possible responses and make a recommendation to the Board. The Board will act on the Nominating & Corporate Governance Committee’s recommendation within 90 days following certification of the shareholder vote. Thereafter, the Board will promptly disclose its decision regarding whether to accept the director’s resignation tender, including an explanation of the decision (or the reason(s) for rejecting the resignation offer, if applicable), in a Form 8-K (or other appropriate report) filed with or furnished to the Securities and Exchange Commission. If any director’s tender of resignation under the policy is not accepted by the Board, such director will serve until the next annual meeting of shareholders and until his or her successor has been duly elected and qualified. Any director who tenders his or her resignation pursuant to the director resignation policy shall not participate in the Nominating & Corporate Governance Committee recommendation or Board action regarding whether to accept the tender of resignation. If a majority of the members of the Nominating & Corporate Governance Committee 9 CORPORATE GOVERNANCE & BOARD MATTERS did not receive the affirmative vote of a majority of the votes cast at the same election, then all the directors who are “independent” under the listing standards of the New York Stock Exchange and who received the affirmative vote of a majority of the votes cast shall appoint a committee amongst themselves to consider the resignation tenders and recommend to the Board whether to accept them. This committee may, but need not, consist of all of the independent directors who received the affirmative vote of a majority of the votes cast. The director resignation policy is contained in our Corporate Governance Guidelines, which are available on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”).   Independence & Categorical Standards   Independence   Our common stock is listed on the New York Stock Exchange. The NYSE listing standards require a majority of our directors and all of the members of the Compensation Committee, the Nominating & Corporate Governance Committee and the Audit Committee of the Board of Directors to be independent as defined in the listing standards. Under these standards, our Board of Directors is required to determine affirmatively that a director has no material relationship with the company for that director to qualify as independent. In order to assist in making independence determinations, the Board, upon the recommendation of the Nominating & Corporate Governance Committee, has adopted the categorical standards set forth below. In making its independence determinations, each of the Board and the Nominating & Corporate Governance Committee considered the relationships between each director and the company, including those that fall within the categorical standards. In addition, the NYSE listing standards require that the Board specifically consider certain factors in determining the independence of any director who will serve on the Compensation Committee. These factors are described under the heading “The Compensation Committee—In General” below in this proxy statement. Our Board specifically considered such factors in making the independence determinations for all of our directors, including those who serve on the Compensation Committee.   Based on its review and the application of the categorical standards, the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determined that all ten of our current non-employee directors (Messrs. Compton, Emkes, Foss, Gilchrist, Martin, Niswonger, Reed, Subramaniam and Yancy and Mmes. Palmer and Stewart) are independent under the NYSE listing standards and that Vicky B. Gregg,R. Brad Martin, who served on our Board until April 2016,December 2017, was independent under the NYSE listing standards during the time shehe served as a director. The Nominating & Corporate Governance Committee and the Board determined that all transactions and relationships with each director identified above as independent fell within our categorical standards. Neither Mr. Jordan, as our Chief Executive Officer, nor Mr. Taylor, as our Vice Chairman, is not independent.   The categorical standards established by the Board, which were last revised in 2010, are set forth below and are also available on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”). Director Transactions by Category or Type   With respect to each director who is identified above as independent under the NYSE listing standards, the Board considered the following types or categories of transactions, relationships or arrangements in determining the director’s independence under the NYSE standards and our categorical standards.   Provision by the company, in the ordinary course of business and on substantially the same terms and conditions as those prevailing at the time for comparable transactions with non-affiliated persons, of the following banking and financial services and services incidental thereto to directors, their immediate family members and/or to entities with which directors or their immediate family members are affiliated: deposit accounts (all directors except Mr. Gilchrist and Ms. Stewart); treasury management products (Messrs. Compton, Martin, Niswonger, comparable transactions with non-affiliated persons, of the following banking and financial services and services incidental thereto to directors, their immediate family members and/or to entities with which directors or their immediate family members are affiliated: deposit accounts (all directors except Mr. Gilchrist and Ms. Stewart); treasury management products (Messrs. Compton, Martin, Niswonger, Subramaniam, and Yancy); loans (including mortgage loans), letters of credit, guaranties, 10 credit cards and/or other lines of credit (Messrs. Martin, Niswonger, Reed, Subramaniam and Yancy and Mmes. Gregg and Palmer); interest rate swaps (Mr. Martin); investment management (Mr. Niswonger); broker/dealer services (Messrs. Emkes, Martin, Niswonger, Reed and Yancy); financial planning (Mr. Reed); capital markets (Mr. Subramaniam); trust services (Messrs. Compton and Niswonger); insurance brokerage (Messrs. Niswonger, Reed and Yancy); safe deposit boxes (Messrs. Martin and Niswonger and Ms. Gregg); paycard services (Mr. Yancy); purchasing card services (Mr. Niswonger) and currency exchange (Messrs. Compton and Martin). • Provision by an entity affiliated with a director or his or her immediate family member, in the ordinary course of business and on substantially the same terms and conditions as those prevailing at the time for comparableCORPORATE GOVERNANCE & BOARD MATTERS Subramaniam, and Yancy); loans (including mortgage loans), letters of credit, guaranties, credit cards and/or other lines of credit (Messrs. Foss, Martin, Niswonger, Reed, Subramaniam and Yancy and Ms. Palmer); investment advisory services (Mr. Niswonger); broker/dealer services (Messrs. Emkes, Martin, Niswonger, Reed and Yancy); financial planning (Mr. Reed); capital markets (Mr. Subramaniam); trust services (Mr. Compton); insurance brokerage (Messrs. Niswonger, Reed and Yancy); safe deposit boxes (Messrs. Martin and Niswonger); purchasing card services (Mr. Niswonger) and currency exchange (Mr. Compton). Provision by an entity affiliated with a director or his or her immediate family member, in the ordinary course of business and on substantially the same terms and conditions as those prevailing at the time for comparable transactions with non-affiliated persons, of the following products and services to the company: package delivery and print services (Mr. Subramaniam); hotel lodging for business travel by employees of the company (Messrs. Niswonger and Reed); venues for business development and for holding seminars and other corporate functions (Messrs. Niswonger and Reed); restaurant meals and sundries for business purposes (Messrs. Martin and Reed). transactions with non-affiliated persons, of the following products and services to the company: package delivery and print services (Mr. Subramaniam); hotel lodging for business travel by employees of the company (Messrs. Niswonger and Reed); venues for business development and for holding seminars and other corporate functions (Messrs. Niswonger and Reed); restaurant meals and sundries for business purposes (Messrs. Martin and Reed). • Charitable contributions by the company or the First Horizon Foundation to charitable organizations with which a director or immediate family member is affiliated (all directors except Ms. Stewart and Mr. Reed).     • Employment by the company in a non-executive position of an immediate family member of a director (Mr. Yancy).   Categorical Standards   Each of the following relationships between the Corporation (as defined below) and its subsidiaries, on the one hand, and a director, an immediate family member of a director, or a company or other entity as to which the director or an immediate family member is a director, executive officer, employee or shareholder (or holds a similar position), on the other hand, will be deemed to be immaterial and therefore will not preclude a determination by the Board of Directors that the director is independent for purposes of the NYSE listing standards:   1. Depository and other banking and financial services relationships (excluding extensions of credit which are covered in paragraph 2), including transfer agent, registrar, indenture trustee, other trust and fiduciary services, personal banking, capital markets, investment banking, equity research, asset management, investment management, custodian, securities brokerage, financial planning, cash management, insurance brokerage, broker/dealer, express processing, merchant processing, bill payment processing, check clearing, credit card and other similar services, provided that the relationship is in the ordinary course of business and on substantially the same terms and conditions as those prevailing at the time for comparable transactions with non-affiliated persons.     2. An extension of credit, provided that, at the time of the initial approval of the extension of credit as to (1), (2) and (3), (1) such extension of credit was in the ordinary course of business, (2) such extension of credit was made in compliance with applicable law, including Regulation O of the Federal Reserve, Section 23A and 23B of the Federal Reserve Act and Section 13(k) of the Securities and Exchange Act of 1934, (3) such extension of credit was on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons, and (4) the extension of credit has not been placed on non-accrual status.     3. Contributions (other than mandatory matching contributions) made by the Corporation or any of its subsidiaries or First Horizon Foundation to a charitable organization as to which the director is an executive officer, director, or trustee or holds a similar position or as to which an immediate family member of the director is an executive officer; provided that the amount of the contributions to the charitable organization in a fiscal year does not exceed the greater of $500,000 or 2% of the charitable organization’s consolidated gross revenue (based on the charitable organization’s latest available income statement).     4. Vendor or other business relationships (excluding banking and financial services relationships and extensions of credit covered by paragraph 1 or 2 above), provided that the relationship is in the ordinary course of business and on substantially the same terms and conditions as those prevailing at the time for comparable transactions with non-affiliated persons. 11 CORPORATE GOVERNANCE & BOARD MATTERS 5. All compensation and benefits provided to non-employee directors for service as a director.     6. All compensation and benefits provided in the ordinary course of business to an immediate family member of a director for services to the Corporation or any of its subsidiaries as long as such immediate family member is compensated comparably to similarly situated employees and is not an executive officer of the Corporation or based on salary and bonus within the top 1,000 most highly compensated employees of the Corporation. Excluded from relationships considered by the Board is any relationship (except contributions included in category 3) between the Corporation and its subsidiaries, on the one hand, and a company or other entity as to which the director or an immediate family member is a director or, in the case of an immediate family member, an employee (but not an executive officer or significant shareholder), on other other hand. The fact that a particular relationship or transaction is not addressed by these standards or exceeds the thresholds in these standards does not create a presumption that the director is or is not independent. Excluded from relationships considered by the Board is any relationship (except contributions included in category 3) between the Corporation and its subsidiaries, on the one hand, and a company or other entity as to which the director or an immediate family member is a director or, in the case of an immediate family member, an employee (but not an executive officer or significant shareholder), on the other hand. The fact that a particular relationship or transaction is not addressed by these standards or exceeds the thresholds in these standards does not create a presumption that the director is or is not independent. The following definitions apply to the categorical standards listed above: “Corporation” means First Horizon National Corporation and its consolidated subsidiaries. “Executive Officer” means an entity’s president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice president of the entity in charge of a principal business unit, division or function, any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the entity. “Immediate family members” of a director means the director’s spouse, parents, children, siblings, mother-in-law, father-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and anyone (other than domestic employees) who shares the director’s home. “Significant shareholder” means a passive investor [meaning a person who is not in control of the entity] who beneficially owns more than 10% of the outstanding equity, partnership or membership interests of an entity. “Beneficial ownership” will be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. The following definitions apply to the categorical standards listed above: “Corporation” means First Horizon National Corporation and its consolidated subsidiaries. “Executive Officer” means an entity’s president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice president of the entity in charge of a principal business unit, division or function, any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the entity. “Immediate family members” of a director means the director’s spouse, parents, children, siblings, mother-in-law, father-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and anyone (other than domestic employees) who shares the director’s home. “Significant shareholder” means a passive investor [meaning a person who is not in control of the entity] who beneficially owns more than 10% of the outstanding equity, partnership or membership interests of an entity. “Beneficial ownership” will be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934.   Board Leadership Structure & Role in Risk Oversight   Leadership Structure   First Horizon’s Board leadership structure has evolved significantly over the years. Prior to 2007, the Chairman of the Board and Chief Executive Officer roles were held by the same individual (except for two transition periods relating to CEO succession). In 2007, the Board made certain governance changes in order to facilitate the implementation of strategic changes it was then initiating, including the appointment of a new CEO and of a separate individual as the Chairman of the Board. Under the Bylaws, the position of Chairman of the Board was at that time an executive officer position, but in 2009, the Board adopted amendments to the Bylaws that made the position of Chairman of the Board a non-officer position. In 2012, the Board elected Mr. Jordan, our President and CEO, as Chairman of the Board as well.   Under First Horizon’s current Bylaws, the Chairman of the Board presides at all meetings of the shareholders and of the Board (except, with respect to meetings of the Board, as the Board may otherwise determine) and has the powers and performs the duties as are normally incident to the position and as may be assigned by the Board. The Chief Executive Officer is responsible for carrying out the orders of and the resolutions and policies adopted by the Board, has general management of the business of the company and exercises general supervision over all of its affairs.   Mr. Reed, who is independent under the listing standards of the NYSE, is currently serving as Lead Director for the Board. The Lead Director’s responsibilities include, among other things, supporting the Chairman of the Board in developing (in conjunction with the Corporate Secretary) the agenda for each Board meeting and in defining the scope, quality, quantity and timeliness of the flow of information between management and the Board; presiding (or, if he cannot be in attendance, designating another independent director to preside) at executive sessions of the Board; taking any actions he deems necessary or appropriate in connection with the Board and committee self-evaluation process 12 CORPORATE GOVERNANCE & BOARD MATTERS (including contacting each director individually to obtain additional input on Board and committee effectiveness, if he deems appropriate); receiving reports from directors who have concerns about another director’s performance pursuant to our process for individual director performance evaluations; and receiving communications from shareholders pursuant to our process for communications with the Board.   We believe that our current board leadership structure, with a combined CEO and Chairman position and with a separate Lead Director who is independent under the NYSE listing standards and has the principal duties specified in the Corporate Governance Guidelines, is most appropriate for our company at this time. We believe that combining the roles of CEO and Chairman facilitates our prudent management of the company in the current challenging economic and regulatory environment we face.company. Holding both roles best positions Mr. Jordan as CEO and Chairman to be aware of major issues facing the company on a day-to-day and long-term basis and to identify key risks and developments facing the company that should be brought to the Board’s attention. The combined role also provides a single point of leadership for the company so that the company maintains a unified message and strategic direction.   The combined CEO/Chairman position is counterbalanced by our strong Lead Director position, currently held by Mr. Reed, who is also chair of the Executive & Risk Committee of the Board. The Lead Director, who has the responsibilities described above, provides an independent voice on issues facing the company and ensures that key issues are brought to the Board’s attention. The Board and its committees also regularly hold executive sessions with no members of management present, thereby providing an opportunity for the independent directors to discuss their views freely; the executive sessions of the Board are generally presided over by the Lead Director (or his designee, if he cannot attend). All four regular meetings of the Board in 20162017 concluded with such an executive session. The Board itself has a high degree of independence, with all ten of the non-employee directors qualifying as independent under the NYSE listing standards. In addition, the Board values the fresh perspectives brought by new directors: over the past six years, we have added five new directors to our Board.   We recognize that different board leadership structures may be appropriate for First Horizon at different times and in different situations. As part of our Board self-evaluation process, the Board annually evaluates the company’s leadership structure to ensure that it provides the most appropriate structure. As stated in our Corporate Governance Guidelines, the Board is free to select its Chairman and First Horizon’s Chief Executive Officer in the manner it considers in the best interests of the company at any given point in time. The Board has separated the roles of Chairman and CEO in the past and will consider doing so in the future should circumstances arise that make such separation appropriate.   Board Role in Risk Oversight   As stated in our Corporate Governance Guidelines, oversight of risk management is central to the role of the Board. Our risk management processes are reflected in a Board policy on risk management governance and in a Board statement of strategic objectives and risk appetite. The policy delegates primary responsibility for enterprise risk management oversight to the Executive & Risk Committee. The role of that Committee, as well as that of the Audit, Compensation, Information Technology and Trust Committees, is outlined below. Each of these committees and the full Board receive regular reports from management regarding the company’s risks, and each committee reports regularly to the full Board concerning risk.   Executive & Risk Committee. The Executive & Risk Committee’s charter authorizes and directs the Committee to assist the Board in its oversight of (i) the establishment and operation of our enterprise risk management framework, including policies and procedures establishing risk management governance, risk management procedures, risk control infrastructure, and processes and systems for implementing and monitoring compliance with the framework with respect to the management of credit, market, operational, liquidity, interest rate sensitivity, capital and equity investment risks, including emerging risks, (ii) the adoption, implementation and periodic review of significant risk management and compliance policies and (iii) our risk appetite statement. In fulfilling its risk responsibilities, the Board delegated the following duties to the Committee: to review periodically and recommend to the Board the risk appetite parameters to be employed by management in operating the company; to receive information on our business practices, policies and procedures related to the risks listed above; to monitor results to ensure alignment with First Horizon’s risk appetite; to review periodic risk and compliance reports from 13 the Chief Risk Officer and the Chief Credit Officer, 13 CORPORATE GOVERNANCE & BOARD MATTERS including reports on major risk exposures and steps taken to monitor, mitigate and control such exposures; to review periodically with management regulatory correspondence and actions; to review and approve First Horizon’s stress testing program and results; and to establish (or recommend to the Board the establishment of) risk management and compliance policies and periodically review such policies, as appropriate. The Committee’s charter specifically states that the Committee may meet separately in executive session with the Chief Risk Officer as often as the Committee deems necessary or appropriate.   In connection with its credit risk responsibilities, the Committee oversees First Horizon’s independent Credit Assurance Services department. The Committee charter requires the Committee to advise the Chief Audit Executive (who has responsibility for the Credit Assurance Services department) that he or she is expected to provide the Committee summaries of and, as appropriate, significant reports to management prepared by the Credit Assurance Services department and management’s responses thereto; approve the department’s Annual Review Plan and schedule of activities; meet quarterly with the Chief Audit Executive in separate executive session to discuss any matters that the Committee or the Chief Audit Executive believes should be discussed privately; and review the Annual Credit Assurance Services department Statement of Independence.   Under Federal Reserve regulations, that became effective in 2015, the company must have a risk committee that is chaired by a director who is independent as defined in those regulations and that has at least one member with “experience in identifying, assessing and managing risk exposures of large, complex firms.” The Executive & Risk Committee meets those requirements and serves as the risk committee for purposes of the Federal Reserve regulations.   Audit Committee. Other Board committees continue to play a role in First Horizon’s risk management processes as well. In accordance with the NYSE listing standards and its charter, the Audit Committee which formerly had primary responsibility for oversight of risk management, retains an oversight role in that area, including receivingreceives reports from the Chief Audit Executive regarding risk governance, risk assessment and risk management, the adequacy of the company’s policies and compliance with legal and regulatory requirements. Pursuant to its charter, the Audit Committee also reviews employee complaints or material reports or inquiries received from regulators or government agencies and management’s responses; meets periodically with the company’s Chief Risk Officer to discuss any risk and compliance matters that may have a material effect on the company’s financial statements or internal controls; discusses any significant compliance issues raised in reports or inquiries received from regulators or government agencies; reviews periodic reports regarding the Compliance and Ethics Program on the effectiveness of that program; and discusses with the General Counsel pending and threatened claims that may have a material impact on the financial statements. The Bank’s Trust Audit Committee (whose members are the same as those of the Audit Committee) carries out a risk oversight role with respect to the fiduciary activities of the Bank. The Committee is charged with ensuring that suitable audits (by internal or external auditors) of all significant Bank fiduciary activities are made either annually or on a continuous basis for the purpose of ascertaining whether the Trust Division is being administered in accordance with applicable law, regulation and sound fiduciary principles.   Compensation Committee. The Compensation Committee is chiefly responsible for compensation-related risks. The charter of the Committee requires the Committee to oversee our compliance with all applicable laws and regulations relating to (i) appropriate management of the risks associated with incentive compensation programs or arrangements or (ii) public, regulatory, or other reporting associated with such risks, programs or arrangements. Additional information about the Committee’s role in risk management is included under the heading “The Compensation Committee—Compensation Risk” on page 20.   Information Technology Committee. The purposes of the Information Technology Committee are (1) to assist management in its understanding of information technology trends, its development and maintenance of an information technology strategy, its management of major information technology investments, and its identification and assessment of information technology threats, and (2) to assist the Board in its oversight of information technology matters. It is responsible for reviewing strategic information technology threats and First Horizon’s information technology risk profile.   Trust Committee. The Trust Committee, which is a committee of the Bank’s Board, is responsible for overseeing the fiduciary activities of the Bank, including risks arising in connection with such activities. The Trust Committee receives reports from management of the Trust Division and any other units operating pursuant to the fiduciary powers of the Bank regarding fiduciary account records and the investment and distribution of fiduciary account funds. 14 CORPORATE GOVERNANCE & BOARD MATTERS Board Committees   Committee Charters & Committee Composition   The Board has five standing committees: the Audit Committee, the Compensation Committee, the Executive & Risk Committee, the Information Technology Committee and the Nominating & Corporate Governance Committee. The charter of each of these committees is currently available on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”). Paper copies are available to shareholders upon request to the Corporate Secretary. The Audit Committee, the Compensation Committee, and the Nominating & Corporate Governance Committee are each composed of directors who are independent, as defined above under the heading “Independence & Categorical Standards” beginning on page 10. The chair of the Executive & Risk Committee is also independent, as defined by the Federal Reserve regulations that govern risk committees. The current membership of each of the Board’s standing committees is set forth in the table below. Membership and chairmanship continued during the entire period from January 1, 20162017 until the filing of this proxy statement unless otherwise indicated in the notes following the table.   Audit Committee Compensation Committee Nominating & Information Corporate Compensation Executive & Risk Committee(7) Information Technology Committee Nominating & Corporate Technology Governance Audit Committee Committee Committee Committee Committee Mr. Compton Mr. Compton Mr. Compton(3) Mr. Emkes(5)Compton Mr. Emkes Mr. Compton (chair) Mr. Emkes (chair) Mr. MartinEmkes(2) Mr. Gilchrist Mr. Gilchrist Mr. Foss(1) Mr. Foss(1) Ms. Palmer (chair) Mr. Jordan Ms. Stewart (chair) Mr. Gilchrist Mr. Gilchrist Ms. Palmer (chair)(2) Mr. JordanReed Ms. Stewart (chair)(6) Mr. MartinNiswonger Mr. Subramaniam Mr. Niswonger Ms. Stewart Mr. Reed(4) Mr. Niswonger Mr. Subramaniam(1) Mr. Niswonger Mr. Subramaniam(1)   Ms. Palmer   Mr. Subramaniam(1)Subramaniam Mr. Subramaniam Mr. Reed (chair) Mr. Yancy   Mr. Reed (chair)(4)Taylor(1)     (1) Mr. SubramaniamMessrs. Foss and Taylor became a directordirectors and membermembers of these committees in July 2016.on November 30, 2017. (2) Ms. Palmer became the chair of the Compensation Committee in April 2016. (3) Mr. Compton became a member of the Executive & Risk Committee in April 2016. He served as a member of the Information Technology Committee until April 2016. (4) Mr. Reed became the chair of the Executive & Risk Committee in April 2016. He served as chair of the Compensation Committee until April 2016. (5) Mr. Emkes became a member of the Information TechnologyCompensation Committee in April 2016. (6) Ms. Stewart became the chair of the Information Technology Committee inon January 2016. (7) Mr. Martin served as the chair of the Executive & Risk Committee until April 2016.23, 2018.   Mr. Yancy also serves as chair of the Trust Committee, a standing committee of the Bank on which Ms. Stewart and Mr. Niswonger also serve. Mr. Emkes is the chair of the Trust Audit Committee, a standing committee of the Bank on which all the other members of the Audit Committee listed above (including, beginning in April 2016, Ms. Stewart, and, beginning in January 2017, Mr. Subramaniam) also serve. Vicky B. Gregg,R. Brad Martin, who served on our Board of Directors until April 2016,December 2017, was a member of the AuditCompensation and Trust AuditNominating & Corporate Governance Committees and the Trust Committee until herhis departure from the Board.   The Audit Committee   Overview   The Audit Committee was established by our Board of Directors and operates under a written charter that was last amended in 2014.2017 to update a reference to an auditing standard and clarify the Committee’s duties with respect to oversight of the Internal Audit Department. The charter is attached to this proxy statement at Appendix A. In 2016,2017, the Committee met eight times and took action by written consent once for the principal purpose of executing its responsibilities under the Committee’s charter, and sevencharter. Five of those meetings concluded with an executive session during which management was not present. Subject to the limitations and provisions of its charter, the Committee assists our Board in its oversight of our accounting and financial reporting principles and policies, internal controls and procedures, the integrity of our financial 15 statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the independent auditor and our internal audit function. The Committee is directly responsible for the appointment (subject, if applicable, to shareholder ratification), retention, compensation and termination of the independent auditor as well as for overseeing the work of and 15 CORPORATE GOVERNANCE & BOARD MATTERS evaluating the independent auditor and its independence. The members of the Committee are themselves independent, as that term is defined in the NYSE listing standards (described above), and meet the additional independence requirements prescribed by Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and the rules of the SEC promulgated thereunder. In addition, the Board of Directors has determined that all the members of the Committee are financially literate as required by the NYSE listing standards. The Audit Committee’s Report is included below.   Audit Committee Financial Expert   The Board of Directors has determined that Mark A. Emkes (chair of the Audit Committee) is an audit committee financial expert, as that term is defined in Item 407(d)(5) of SEC Regulation S-K. Mr. Emkes received his Bachelor of Arts in Economics from DePauw University and his Masters of Business Administration in International Management from the Thunderbird School of Global Management. Over the course of his career, Mr. Emkes served in various positions with Tokyo-based Bridgestone Corporation, including as President and Managing Director of Bridgestone Firestone Mexico and of Bridgestone Firestone Brazil, President of Bridgestone Latin America, and Chairman and CEO of Bridgestone North America. In each of these positions, he actively supervised the divisional chief financial officer, who reported directly to him, and he reviewed financial results regularly. His service with Bridgestone culminated in his position as Chairman, Chief Executive Officer and President of Bridgestone Americas, Inc., a company with approximately $12 billion in annual revenue, and as a director of its parent company, Bridgestone Corporation. As CEO of Bridgestone Americas, Inc., Mr. Emkes was responsible for the financial statements of the subsidiary, and he actively supervised the CFO, regularly reviewing results in detail and discussing with the CFO issues relating to the subsidiary’s financial statements, including issues relating to its estimates, accruals and reserves. He annually signed a certificate for Bridgestone Corporation in connection with the certification process for Japan’s version of the Sarbanes-Oxley Act and a management representation letter in connection with the audit of the financial results of Bridgestone Corporation (the financial statements of which were audited in accordance with generally accepted accounting principles). For part of Mr. Emkes’s tenure at Bridgestone Americas, the internal audit division reported to him. Most recently, Mr. Emkes served as the Commissioner of the Department of Finance and Administration of the State of Tennessee, a position he retired from in May 2013. Mr. Emkes has served on First Horizon’s Audit Committee since 2008.   Independence of Audit Committee Financial Expert. Mr. Emkes meets in all respects the independence requirements of the NYSE and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and the rules of the SEC promulgated thereunder.   Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings by reference, including this proxy statement, in whole or in part, the following Audit Committee Report and the statements regarding members of the Committee who are not independent (if any) shall not be incorporated by reference into any such filings.   Audit Committee Report   The roles of the Audit Committee (“Committee”) are (1) to assist First Horizon’s Board of Directors in its oversight of (a) the company’s accounting and financial reporting principles and policies and internal controls and procedures, (b) the integrity of its financial statements, (c) its compliance with legal and regulatory requirements, (d) the independent auditor’s qualifications and independence, and (e) the performance of the independent auditor and internal audit function; and (2) to prepare this report to be included in First Horizon’s annual proxy statement pursuant to the proxy rules of the SEC. The Committee operates pursuant to a charter that was last amended and restated by the Board in 2014.2017. As set forth in the Committee’s charter, management of First Horizon is responsible for preparation, presentation and integrity of the company’s financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures to provide for compliance with accounting standards and applicable laws and 16 regulations, and the internal auditor is responsible for testing such internal controls and procedures. The independent auditor is responsible for planning and carrying out audits of First Horizon’s annual financial statements and effectiveness of internal control over financial reporting, reviews of First Horizon’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q and certain other procedures. 16 CORPORATE GOVERNANCE & BOARD MATTERS   In the performance of its oversight function, the Committee has considered and discussed the audited financial statements with management and the independent auditors. The Committee has discussed with the Chief Executive Officer and Chief Financial Officer their respective certifications that were included in First Horizon’s Annual Report on Form 10-K for the year ended December 31, 2016.2017. The Committee has also discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 1301,Communications with Audit Committees, issued by the Public Company Accounting Oversight Board (formerly the Statement on Auditing Standards No. 61, as amended (AICPA,Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T). Finally, the Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, has adopted an audit and non-audit services pre-approval policy and considered whether the provision of non-audit services by the independent auditors to First Horizon is compatible with maintaining the auditor’s independence and has discussed with the auditors the auditors’ independence. At each of its regular quarterly meetings, the Committee is scheduled to meet, in separate executive sessions with no members of management present, with both the independent auditors and the internal auditor to discuss any matters that the Committee in its discretion deems appropriate.   While the Board of Directors has determined that each member of the Audit Committee has the broad level of general financial experience required to serve on the Committee and that Mr. Emkes is an audit committee financial expert as that term is defined in Item 407(d)(5) of Regulation S-K, none of the members of the Committee currently devotes specific attention to the narrower fields of auditing or accounting or is professionally engaged in the practice of auditing or accounting, nor are they performing the functions of auditors or accountants, nor are they experts in respect of auditor independence. Members of the Committee rely without independent verification on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Committee’s considerations and discussions referred to above do not assure that the audit of First Horizon’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that First Horizon’s auditors are in fact “independent.”   Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee referred to above and in the Committee’s charter, the Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20162017 filed with the SEC.   Submitted by the Audit Committee of our Board of Directors.   Audit Committee   Mark A. Emkes, Chair John C. Compton Peter N. Foss Corydon J. Gilchrist Cecelia D. Stewart Rajesh Subramaniam Luke Yancy III 17 CORPORATE GOVERNANCE & BOARD MATTERS The Compensation Committee   In General   The Compensation Committee operates under a written charter that was last amended and restated by the Board of Directors in July 2014. The purposes of the Compensation Committee are (1) to discharge the Board’s responsibilities relating to the compensation of our executive officers, (2) to produce an annual report on executive compensation for inclusion in our proxy statement, in accordance with the rules and regulations of the SEC [the current report is set forth below], (3) to identify and recommend to the Board individuals for appointment as officers, (4) to evaluate our management, and (5) to carry out certain other duties as set forth in the Committee’s charter.   The members of the Committee are independent, as that term is defined in the NYSE listing standards (described above), and meet the additional independence requirements that specifically apply to Compensation Committee members as set forth in the listing standards (as prescribed by Section 10C of the Securities Exchange Act of 1934, as amended, and the rules of the SEC promulgated thereunder). In affirmatively determining the independence of all of the directors (other than Mr. Jordan)Messrs. Jordan and Taylor), including those who serve on the Committee, the Board has considered all factors specifically relevant to determining whether any of those directors has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a Committee member, including, but not limited to, the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director, and whether such director is affiliated with First Horizon, a subsidiary of First Horizon, or an affiliate of a subsidiary of First Horizon.   Most of our executive compensation plans specify that they will be administered by a committee. The Committee’s charter provides that the Committee will administer plan-committee functions under our various executive-level compensation plans. Under the charter, at least two members of the Committee must be “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and at least two members of the Committee must be “non-employee directors” for purposes of Section 16 of the Securities Exchange Act of 1934. Many of our plans have similar provisions concerning their respective plan committees. The charter stipulates that if a Committee member is disqualified under one or the other of those tests, then that member must recuse him- or herself from participating in decisions impacted by the relevant test. In that situation, the remaining members would constitute the Committee for that action. On occasion, in connection with a specific action, a Committee member may feel that his or her qualification under one of those tests may be in doubt for some reason; in that case, the member may elect recusal to avoid any risk of possible disqualification.   Processes & Procedures Regarding Executive & Director Compensation   The Committee’s Authority   The charter of the Compensation Committee provides that the Committee has the authority to review and approve corporate goals and objectives relevant to the compensation of the CEO, to evaluate the performance of the CEO in light of those goals and objectives, to set the CEO’s compensation level based on this evaluation, and to fix the compensation, including bonus and other compensation and any severance or similar termination payments, of executive officers. The Committee also has the authority, pursuant to its charter, to make recommendations to the Board concerning the adoption or amendment of employee benefit plans, management compensation plans, incentive compensation plans and equity-based plans, including plans applicable to executive officers, and to make recommendations to the Board concerning director compensation. The charter also provides that the Committee will oversee the company’s compliance with all applicable laws and regulations relating to (1) appropriate management of the risks associated with incentive compensation programs or arrangements, (2) the compensation of the company’s executive officers and (3) any reporting associated with either. The Committee may not delegate any of the substantive authority described in this paragraph related to executive and director compensation to any other persons. In 2016,2017, the Committee met five times (and took action by written consent twice)once) for the principal purpose of executing its responsibilities under the Committee’s charter; all five of the meetings concluded withincluded an executive session during which management was not present. 18 CORPORATE GOVERNANCE & BOARD MATTERS Director Compensation   The Committee periodically conducts a review of our director compensation program. The last comprehensive review took place during early 2015.in 2017. During each comprehensive review, the design and amount of director compensation is considered by management, and any changes are recommended to the Committee, either as a short list of alternatives or as single-item recommendations. In general, management uses a consultant in formulating many of its recommendations, both for advice in designing director compensation and as a source of peer-company data. (Additional information on the use of consultants in compensation matters is provided below.) Management also prepares various presentations, analyses, and other tools for the Committee to use in considering director compensation decisions. As a result of the most recent review process, several changes were made and took effect in April 2015.2017. A complete description of our current director compensation program can be found under the heading “Director Compensation” beginning on page 7180 of this proxy statement.   Executive Compensation   The Committee determines the CEO’s salary and bonus in executive session independent of management, generally on an annual basis. That determination is based on a review of the CEO’s personal plan results for the prior year, along with peer CEO salary data provided by management’s compensation consultant as well as input from the Committee’s independent compensation consultant. The CEO participates in establishing his personal plan, but otherwise is not involved in the determination of his own salary.   Our CEO recommends to the Committee salary levels for the executive officers other than himself. Other compensation matters (bonus, equity awards, etc.) involving executives are reviewed by management, including the CEO, which then makes recommendations to the Committee, either as a short list of alternatives or as single-item recommendations. Management uses a consultant in formulating certain of its recommendations, both for advice and as a source of peer-company data. Management also prepares various presentations, analyses, forecasts, and other tools for the Committee to use in considering compensation decisions during the year. The Committee’s independent consultant reviews all proposals and makes recommendations to the Committee. Benefit Programs and Plans   Management monitors and considers benefit programs used by other companies, or needed within our company, to attract and retain key employees. Recommendations are presented by management to the Committee for review and discussion. The CEO ultimately oversees these management processes. New benefit plans, or significant amendments to existing plans, typically are considered by the full Board based on recommendations from the Committee. Enrollment and other administrative actions associated with the benefit plans are handled mainly through third party vendors in accordance with the terms in the Board-approved plans. If executive-level exceptions are required for administration of the plans, such as approval of an early retirement, management generally reviews the facts of the situation and provides a recommendation to the Committee for approval.   Use of Consultants   Management uses a national compensation consulting firm to provide advice with respect to executive and director compensation matters. Management also uses a number of other specialist firms to provide data relevant to specific needs such as funding for non-qualified deferred compensation and any special compensation arrangements that are unique to specific business units such as the capital markets industry. The consultants provide competitive data/trends, keep management informed of best practices and work with management to develop programs that permit the company to attract and retain the talent needed.   In 2016,2017, management continued its engagement of McLagan as its primary advisor for executive and director compensation matters. Among other things, management directed McLagan to provide objective advice to management, the Committee and the Board on executive and director compensation, to provide expertise in executive and director compensation design, market practices in our industry and data to support recommendations, and to ensure timely reports to management and the Committee on all critical accounting, tax, securities law and market developments and trends relating to executive and director compensation. In addition, management engages nationally-recognized law firms as appropriate to provide advice on compliance with new laws, administration of stock plans, and compensation-related agreements and arrangements. Management also engages other advisers from time to time to provide expertise in executive and director compensation matters. 19 CORPORATE GOVERNANCE & BOARD MATTERS In 2016,2017, the Compensation Committee continued its engagement of Frederic W. Cook & Co., Inc. (“FW Cook”) to provide it with independent analysis and advice on executive compensation-related matters. Among other things, FW Cook assists the Committee in its reviews of compensation program actions recommended by management, reviewing the chosen peer group and survey data for competitive comparisons and advising the Committee on best practices and ideas for board governance of executive compensation. FW Cook was specifically directed to undertake no work on behalf of management, and the firm has no other relationships with the company or management.   The NYSE listing standards require that all compensation consultants, legal counsel or other advisers to the Committee (which we collectively refer to as “advisers”) undergo an assessment of independence from management. The Committee must consider all factors relevant to each adviser’s independence from management, including the following:   • the provision of other services to the company by the person that employs the adviser;     • the amount of fees received from the company by the person that employs the adviser, as a   percentage of the total revenue of the person that employs the adviser;     • the policies and procedures of the person that employs the adviser that are designed to prevent conflicts of interest;     • any business or personal relationship of the adviser with a member of the Committee;     • any stock of the company owned by the adviser; and     • any business or personal relationship of the adviser or the person employing the adviser with an executive officer of the company   The Committee has assessed the independence of FW Cook and all other advisers to the Committee as required by the NYSE listing standards, considering the factors described above, and has determined that FW Cook (and the individual adviser that FW Cook employs with respect to the engagement by the company) is independent of management. The Committee has also considered the factors listed above for determining whether the work performed by FW Cook has raised any conflict of interest and has concluded that no such conflict of interest exists.   Compensation Risk   Management and the Committee seek to balance several competing corporate goals: to motivate employees to achieve key goals through appropriate risk-taking; to avoid incenting inappropriate risk-taking and reinforce risk management practices; to promote retention in the face of increasing efforts by competitors to poach talent; and to comply with regulatory standards concerning compensation and risk management. At least once each year the Committee meets with management to review and assess risks associated with incentive and other compensation plans.   As part of the 20162017 review, management conducted a risk and culture assessment of the top three tiers of management. This “tone from the top” assessment evaluated leadership performance and behaviors against risk management expectations. The results of this assessment, which management judged to be satisfactory, were reported to the Committee in 2016.2017.   In 20162017 senior management measured achievement using risk-adjusted return on capital and economic profit. These performance measures adjust profit for risk and measure profit net of the cost of capital employed. This approach has been applied to individual business lines and products, among other things, and it discourages business activities which entail risk or capital usage disproportionate to expected profit and encourages activities whose profit is at least commensurate with risk and capital usage. Our focus on these metrics is intended to drive capital-efficient, risk-appropriate, and therefore superior performance over the long term. This focus is directly supportive of our risk management goals and practices.   Other risk management features employed in various performance and retention incentives include a qualitative risk assessment used in annual personal plan performance, which can directly impact annual bonus and salary decisions; use of a mandatory deferral feature for many incentives; forfeiture of equity awards for termination for cause and certain misconduct; clawback of previously-paid awards for certain types of misconduct; and corrective clawback for incentive awards if payment is based on erroneous data.   Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings by reference, including this proxy statement, in whole or in part, the following Compensation Committee Report shall not be incorporated by reference into any such filings. 20 CORPORATE GOVERNANCE & BOARD MATTERS Compensation Committee Report The Compensation Committee of our Board of Directors has reviewed and discussed with management, among other things, the section of this proxy statement captioned “Compensation Discussion & Analysis” beginning on page 40.43. Based on that review and discussion, the Compensation Committee recommended to our Board that the “Compensation Discussion & Analysis” section be included in this proxy statement.   Compensation Committee   Vicki R. Palmer, Chair John C. Compton R. Brad Martin Mark A. Emkes Colin V. Reed   The Executive & Risk Committee   The Executive & Risk Committee was established by our Board of Directors and operates under a written charter that was last amended and restated in 2015. The Committee met eight times during 2016.2017.   The Board has delegated primary responsibility for enterprise risk management oversight to the Executive & Risk Committee. In connection with its credit risk responsibilities, the Committee oversees First Horizon’s independent Credit Assurance Services department. Additional information on the Committee’s risk-related duties is available under the heading “Board Role in Risk Oversight— Executive & Risk Committee” beginning on page 1312 above. As an executive committee, the Committee is authorized and empowered to exercise during the intervals between meetings of the Board all authority of the Board, except as prohibited by applicable law and provided that it may not approve acquisitions, divestitures or the entry into definitive agreements (not in the ordinary course of business) where the purchase or sale price or transaction amount exceeds $100 million. Also, no authority has been delegated to the Committee in its charter to approve any acquisition involving the issuance of our stock.   The Information Technology Committee   The Information Technology Committee was established in 2015 and operates under a written charter that was last amended in January 2016.July 2017 to make minor clarifying changes. The purposes of the Committee are (1) to assist management in its understanding of information technology trends, its development and maintenance of an information technology strategy, its management of major information technology investments, and its identification and assessment of information technology threats, and (2) to assist the Board in its oversight of information technology matters.   The Committee met four times in 20162017 for the principal purpose of executing its responsibilities under its charter.   The Nominating & Corporate Governance Committee   In General   The Nominating & Corporate Governance Committee operates under a written charter that was last amended in 2014. The purposes of the Nominating & Corporate Governance Committee are (1) to identify and recommend to the Board individuals for nomination as members of the Board and its committees, (2) to develop and recommend to the Board a set of corporate governance principles applicable to the company, and (3) to oversee the evaluation of the Board and management. The Committee met four times in 20162017 for the principal purpose of executing its responsibilities under its charter.   InBeginning in 2016 and continuing in 2017, a director search firm was retained to assist the Committee in assessing Board competencies and identifying potential director candidates. 21 CORPORATE GOVERNANCE & BOARD MATTERS Nominations of Directors; Consideration of Diversity in Identifying Director Nominees With respect to the nominating process, the Nominating & Corporate Governance Committee discusses and evaluates possible candidates in detail and suggests individuals whose potential membership on the Board could be explored in greater depth. The Committee, with input from the Chairman of the Board, the Chief Executive Officer and the Lead Director, recommends new nominees for the position of independent director based on the following criteria: • Personal qualities and characteristics, experience, accomplishments and reputation in the business community.     • Current knowledge and contacts in the communities in which the company does business and in the company’s industry or other industries relevant to the company’s business.     • Diversity of viewpoints, background, experience and other demographics.     • Ability and willingness to commit adequate time to Board and committee matters.     • The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective and responsive to its duties and responsibilities.   The Nominating & Corporate Governance Committee does not set specific, minimum qualifications that nominees must meet in order for the Committee to recommend them to the Board of Directors, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account the needs of the company and the composition of the Board of Directors.   As described above and set forth in our Corporate Governance Guidelines, diversity, broadly defined to mean diversity of viewpoints, background, experience and other demographics, is one criterion on which the Committee bases its recommendations of new nominees for director positions. The inclusion of diversity in the listed criteria for director nominees reflects the Board’s belief that diversity is important to the effective functioning of the Board. More generally, our Board-adopted Code of Business Conduct and Ethics reflects First Horizon’s firm commitment to non-discrimination and equal opportunity for employees, customers and suppliers and to treatment of everyone without discrimination or harassment based on race, color, religion, sex, sexual orientation, gender identity, national origin, age, veteran status or disability. However, neither the Committee nor the Board has a formal policy with regard to the consideration of diversity in identifying director nominees.   Once a candidate is identified whom the Committee wants seriously to consider and move toward nomination, the Chairman and CEO and/or other directors as the Committee determines will enter into a discussion with that candidate.   Shareholder Recommendations of Director Nominees   The Nominating & Corporate Governance Committee will consider individuals recommended by shareholders as director nominees, and any such individual is given appropriate consideration in the same manner as individuals recommended by the Committee. Shareholders who wish to submit individuals for consideration by the Nominating & Corporate Governance Committee as director nominees may do so by submitting, in compliance with the procedures and along with the other information required by our Bylaws (as described below), a notice in writing that gives such individuals’ names to the Corporate Secretary. Our Bylaws require that to be timely, a shareholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days prior to the date of the meeting. However, if fewer than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, a notice by a shareholder to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of (i) the day on which such notice of the date of such meeting was mailed or (ii) the day on which such public disclosure was made. A shareholder’s notice must state:   • the name, age, business address and residence address of the person whom the shareholder proposes to nominate; the principal occupation or employment of such person; the class and number of shares of First Horizon that are beneficially owned by such person on the date of the notice;     • any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); 22 CORPORATE GOVERNANCE & BOARD MATTERS • the name and address, as they appear on our books, of the shareholder giving the notice and any other shareholders known by such shareholder to be supporting the proposed nominee; and     • the class and number of shares of our stock which are beneficially owned by the shareholder giving the notice on the date of the notice and by any other shareholders known by the shareholder giving the notice to be supporting the proposed nominee on the date of such Shareholder’s notice. giving the notice on the date of the notice and by any other shareholders known by the shareholder giving the notice to be supporting the proposed nominee on the date of such shareholder’s notice.   Compensation Committee Interlocks & Insider Participation   Messrs. Compton Martin and Reed and Ms. Palmer, all non-employee directors, served as members of the Board of Director’s Compensation Committee during 2016.2017, as did R. Brad Martin, who served as a member of the Committee until he stepped down as a member of the Board of Directors in December 2017. Refer to the table in “Corporate Governance and Board Matters— Composition of Board Committees” above for additional committee information. No interlocking relationships existed with respect to any of the members of the Committee.   Board & Committee Meeting Attendance   During 2016,2017, the Board of Directors held foursix meetings (three(four of which took place over a period of two days). and took action by written consent twice. The Audit Committee held eight meetings and took action by written consent once, the Compensation Committee held five meetings and actedtook action by written consent twice,once, the Executive & Risk Committee held eight meetings, the Information Technology Committee held four meetings, and the Nominating & Corporate Governance Committee held four meetings. The Trust Committee of the Bank’s Board held three meetings. The average attendance at Board and committee meetings exceeded 9495 percent. No incumbent director attended fewer than 75 percent of the meetings of the Board and the committees of the Board on which he or she served during 2016.2017. As set forth in our Corporate Governance Guidelines, our directors are expected to make every effort to attend every meeting of First Horizon’s shareholders. For the last 10 years, all of our directors have been in attendance at every annual meeting of shareholders, except for one director in 2012 and one director in 2014.   Executive Sessions of the Board   To ensure free and open discussion and communication among the non-management directors of the Board and its committees, our Corporate Governance Guidelines provide that the non-management directors will meet in regularly scheduled executive sessions and as often as the Board shall request, with no members of management present, and that if any non-management directors are not independent under NYSE listing standards, the independent, non- management directors will meet in executive session at least once a year. All of our non-management directors were independent during all of 2016,2017, and during 2016,2017, those independent, non-management directors met four times in executive session of the Board. The Lead Director presides (or, if he cannot be in attendance, designates another independent director to preside) at the executive sessions of the Board.   Communication with the Board of Directors   A shareholder who desires to communicate with the Board of Directors on matters other than director nominations should submit his or her communication in writing to the Lead Director, c/o Corporate Secretary, First Horizon National Corporation, 165 Madison Avenue, Memphis, Tennessee 38103, and identify himself or herself as a shareholder. The Corporate Secretary will forward all communications to the Lead Director for a determination as to how to proceed. Other interested parties desiring to communicate with the Board of Directors should submit their communications in the same manner. 23 CORPORATE GOVERNANCE & BOARD MATTERS Approval, Monitoring & Ratification Procedures for Related Party Transactions   The Audit Committee of the Board has adopted procedures for the approval, monitoring, and ratification of transactions between First Horizon, on the one hand, and our directors, executive officers or 5% shareholders, their immediate family members, their affiliated entities and their immediate family members’ affiliated entities, on the other hand. A copy of our procedures is available on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”). Our procedures require management to submit any proposed “related party transaction” (defined as a transaction that is required to be disclosed in our proxy statement pursuant to the requirements of Item 404(a) of Regulation S-K promulgated by the SEC) or amendment to an existing related party transaction to the Audit Committee for approval or ratification. In some cases, the matter may be determined by the chair of the Audit Committee. In considering whether to approve a given transaction, the Audit Committee (or chair) must consider:   whether the terms of the related party transaction are fair to First Horizon and on terms   at least as favorable as would apply if the other party was not, or did not have an affiliation with, a director or executive officer of First Horizon;     • whether First Horizon is currently engaged in other related party transactions with the related party at issue or other related parties of the same director or executive officer;     • whether there are demonstrable business reasons for First Horizon to enter into the related party transaction;     • whether the related party transaction would impair the independence of a director; and     • whether the related party transaction would present an improper conflict of interest for any director or executive officer of First Horizon, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant.   Transactions with Related Persons   First Horizon, the Bank and the subsidiaries of each, as applicable, have entered into lending transactions and/or other banking or financial services transactions in the ordinary course of business with our executive officers, directors, nominees, their immediate family members and affiliated entities, and the persons of which we are aware that beneficially own more than five percent of our common stock, and we expect to have such transactions in the future. Such transactions were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the company, and did not involve more than the normal risk of collectability or present other unfavorable features. We note that as a perquisite we offer all employees discounts on certain financial services (for example, no-fee domestic wire transfers). These discounts are available to our executive officers except in relation to credit extended at the time an executive officer is serving as such. 24 STOCK OWNERSHIP INFORMATION SStock Ownership InformationtockOwnership Information   As of December 31, 2016,2017, there were 5,4489,319 shareholders of record of our common stock. To our knowledge, there were four persons who owned beneficially, as that term is defined by Rule 13d-3 of the Securities Exchange Act of 1934, more than five percent (5%) of our common stock as of December 31, 2016.2017. Certain information concerning beneficial ownership of our common stock by those persons as of December 31, 20162017 is set forth in the following table:   Security Ownership of Certain Beneficial Owners   Name and Address of Beneficial Owner*   Amount and Nature of Beneficial Ownership   Percent of Class BlackRock, Inc.     29,317,893       9.0 % Invesco Ltd.     17,799,276       5.5 % State Street Corporation     16,813,805       5.15 % The Vanguard Group, Inc.     25,423,000       7.79 % Security Ownership of Certain Beneficial Owners Name and Address of Beneficial Owner* Amount and Nature of Beneficial Ownership  Percent of Class BlackRock, Inc 21,140,589 9.1% Invesco Ltd 16,390,718 7.0% T. Rowe Price Associates, Inc 21,277,754 9.1% The Vanguard Group, Inc 18,197,011 7.8%   * Addresses appear in the text below.   BlackRock. The information in the table above with respect to BlackRock is based on information set forth in Schedule 13G/A, filed with the Securities and Exchange Commission on January 24, 201725, 2018 by BlackRock, Inc. on behalf of its subsidiaries BlackRock (Netherlands) B.V., BlackRock (Singapore) Limited, BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, Blackrock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, BlackRock Investment Management, LLC, BlackRock Japan Co Ltd and BlackRock Life Limited, BlackRock (Luxembourg) S.A., 55 East 52nd Street, New York, NY 10022.10055. According to this Schedule 13G, BlackRock has sole voting power with respect to 16,630,74827,692,231 shares of our common stock and sole dispositive power with respect to 17,476,59329,317,893 shares of our common stock.   Invesco. The information in the table above with respect to Invesco Ltd. (“Invesco”) is based on information set forth in Amendment No. 12 to Schedule 13G filed with the Securities and Exchange Commission on February 7, 20179, 2018 by Invesco on behalf of its subsidiaries Invesco Advisers, Inc. Invesco Investment Advisers, LLC and Invesco PowerShares Capital Management, LLC, 1555 Peachtree Street NE, Suite 1800, Atlanta, Georgia 30309. According to this Schedule 13G, Invesco has sole voting power with respect to 15,186,96216,688,916 shares of our common stock and sole dispositive power with respect to 16,390,71817,799,276 shares of our common stock.   T. Rowe Price.State Street. TheExcept as described below, the information in the table above with respect to T. Rowe Price Associates, Inc.State Street Corporation (“TRP”State Street”) is based on information set forth in Amendment No. 8 to Schedule 13G, filed with the Securities and Exchange Commission on February 7, 201714, 2018 by TRP, 100 E. PrattState Street Baltimore, Maryland 21202.on behalf of its subsidiaries State Street Bank and Trust Company, SSGA Funds Management, Inc., State Street Global Advisor Trust Company, State Street Global Advisors Asia Ltd, State Street Global Advisors Singapore Ltd., State Street Global Advisors Limited, State Street Global Advisors GmbH, and State Street Global Advisors, Australia, State Street Financial Center, One Lincoln Street, Boston MA 02111. According to this document, TRPState Street has soleshared voting power with respect to 3,851,37216,813,805 shares of our common stock and soleshared dispositive power with respect to 21,277,75416,813,805 shares of our common stock. The Schedule 13G filed by State Street states that the 16,813,805 shares of First Horizon common stock reported as beneficially owned by State Street represent 7.18% of First Horizon’s outstanding common stock. This percentage appears to be based on the number of shares outstanding as of 9-30-17, which was 234,230,515. We issued additional shares of our common stock in the fourth quarter in connection with our acquisition of Capital Bank Financial Corp. The percent of class shown for State Street in the table above is based on the 326,736,214 shares outstanding as of 12-31-17.   Vanguard. The information in the table above with respect to The Vanguard Group, Inc. (“Vanguard”) is based on information set forth in Amendment No. 56 to Schedule 13G, filed with the Securities and Exchange Commission on February 10, 201679, 2018 by Vanguard, 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. According to this Schedule 13G, Vanguard has sole voting power with respect to 139,075165,730 shares of our common stock, shared voting power with respect to 23,542 25 STOCK OWNERSHIP INFORMATION 29,942 shares of our common stock, shared dispositive power with respect to 150,725171,802 shares of our common stock and sole dispositive power with respect to 18,046,28625,423,000 shares of our common stock.   The table below sets forth certain information concerning beneficial ownership of our common stock by each director and nominee, each executive officer named in the Summary Compensation Table, and the directors and executive officers as a group. The information in the table is as of December 31, 20162017 except as otherwise noted in the notes to the table. Security Ownership of Management   Name of Beneficial Owner   Amount and Nature of Beneficial Ownership   Percent of Class John C. Compton     74,477       *   Mark A. Emkes     45,103       *   Peter N. Foss     68,712       *   Corydon J. Gilchrist     71,331       *   D. Bryan Jordan     1,045,107 (4)     *   Michael E. Kisber(2)     717,288 (4)     *   William C. Losch, III     311,207 (4)     *   Scott M. Niswonger     531,289       *   Vicki R. Palmer     93,830 (3)     *   David T. Popwell     351,318 (4)     *   Colin V. Reed     97,714 (3)     *   Cecelia D. Stewart     14,947       *   Rajesh Subramaniam     3,407       *   R. Eugene Taylor     1,222,558 (4)     *   Charles T. Tuggle, Jr.     311,235 (4)     *   Luke Yancy III     49,769 (3)     *   Directors and Executive Officers as a Group (20 persons)     5,757,216 (4)     1.75 % 25 Security Ownership of Management  Name of Beneficial Owner   Title of Class, Amount and Nature of Beneficial Ownership(1)     Depositary Shares   Percent of Class   Common Stock   Percent of Class John C. Compton     —     *     69,967        *   Mark A. Emkes     —     *     39,815        *   Corydon J. Gilchrist     —     *     66,821        *   D. Bryan Jordan     —     *     976,853 (4)      *   Michael E. Kisber(2)     —     *     669,563 (4)      *   William C. Losch, III     —     *     327,972 (4)      *   R. Brad Martin     5,800     *     607,111 (3)(5)     *   Scott M. Niswonger     —     *     526,659        *   Vicki R. Palmer     —     *     94,531 (3)      *   David T. Popwell     —     *     347,541 (4)      *   Colin V. Reed     —     *     92,096 (3)      *   Cecelia D. Stewart     —     *     10,437        *   Rajesh Subramaniam     —     *     80        *   Charles T. Tuggle, Jr.     —     *     284,074 (4)      *   Luke Yancy III     —     *     44,715 (3)      *   Directors and Executive Officers as a Group (19 persons)     5,800      *     4,919,967 (4)     2.09 % * No current individual director, nominee or executive officer beneficially owns more than one percent (1%) of our outstanding common stock or depositary shares.     (1)   The respective directors, nominees and officers have sole voting and investment powers with respect to all of such shares except as specified in notes (3) and (4).       The numbers of shares covered by stock options reported in the table have been adjusted proportionately to reflect the effects of dividends paid in common stock from October 1, 2008 through January 1, 2011.       EachNo current director or executive officer beneficially owns any of the depositary share representsshares, each representing a 1/4000th interest in a share of non-cumulative perpetual preferred stock, Series A, issued by First Horizon on January 31, 2013.     (2) The share balance for Mr. Kisber does not include 27,994 shares deferred prior to January 2005 under our stock option program and our restricted stock incentive plan, which at that time permitted participants to defer receipt of shares upon the exercise of options and receipt of shares prior to the lapsing of restrictions imposed on restricted stock awards, respectively. These shares are not currently issued and are not considered to be beneficially owned for purposes of Rule 13d-3, but are reflected in a deferral account on our books as phantom stock units or restricted stock units. (3)   Includes the following shares as to which the named non-employee directors have the right to acquire beneficial ownership through the exercise of stock options granted under our director plans, all of which are 100% vested or will have vested within 60 days of December 31, 2016: Mr. Martin—43,388;2017: Ms. Palmer—50,645;45,282; and Mr. Yancy—10,048.     (4) Includes the following shares of restricted stock with respect to which the named person or group has sole voting power but no investment power: Mr. Jordan—0; Mr. Kisber—0; Mr. Losch—11,064; Mr. Popwell—14,005; Mr. Tuggle—0;Taylor—108,303 and the director and executive officer group—142,563.245,653. Includes the following shares as to which the named person or group has the right to acquire beneficial ownership through the exercise of stock options granted under our stock option plans, all of which are 100% vested or will have vested within 60 days of December 31, 2016:2017: Mr. Jordan—375,529;405,393; Mr. Kisber—348,324;367,186; Mr. Losch—180,444;143,121; Mr. Popwell—139,503;151,451; Mr. Tuggle—110,969120,554 and the director and executive officer group—1,442,568. Also includes, with respect to Mr. Popwell, 23,895 restricted stock units that will have vested within 60 days of December 31, 2016.1,480,399. Also includes shares held at December 31, 20162017 in 401(k) Savings Plan accounts. (5) The number of shares of common stock for Mr. Martin includes 48,014 shares held by the R. Brad Martin Family Foundation. 26 VOTE ITEM NO. 1—ELECTION OF DIRECTORS VVote Item No.oteItem No. 1—ElectionElection of Directors Directors   Overview. The Board of Directors is proposing for election all eleventwelve of our current directors: Messrs. Compton, Emkes, Foss, Gilchrist, Jordan, Martin, Niswonger, Reed, Subramaniam, Taylor and Yancy and Mmes. Palmer and Stewart, at the 20172018 annual meeting, to hold office until the 20182019 annual meeting of shareholders and until their successors are duly elected and qualified. Mr. Subramaniam wasMessrs. Foss and Taylor were elected by the Board of Directors in July 2016. He wasNovember 2017 in connection with First Horizon’s merger with Capital Bank Financial Corporation (“Capital Bank”). They were recommended as a nomineenominees for a positionpositions on our Board by a third-party search firm.Capital Bank and First Horizon pursuant to the provisions of the merger agreement between the two companies. If any nominee proposed by the Board of Directors is unable to accept election, which the Board of Directors has no reason to anticipate, the persons named in the enclosed form of proxy will vote for the election of such other persons as directed by the Board, unless the Board decides to reduce the number of directors pursuant to the Bylaws.   Identification and Nomination of Candidates.The Board and the Nominating & Corporate Governance Committee regularly assess the composition of the Board as a whole and the contributions of each director. The Nominating & Corporate Governance Committee’s charter assigns to that Committee the duty to identify individuals believed to be qualified to become Board members and to recommend to the Board the individuals to stand for election or reelection as directors. In nominating candidates, the Committee may take into consideration such factors as it deems appropriate, including personal qualities and characteristics, experience, accomplishments and reputation in the business community; current knowledge and contacts in the communities in which the company does business and in the company’s industry or other industries relevant to the company’s business; diversity of viewpoints, background, experience and other demographics; ability and willingness to commit adequate time to Board and committee matters; and the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective and responsive to its duties and responsibilities and the needs of the company.   Assessment of the Board’s Composition. At each of its regularly scheduled meetings, the Nominating & Corporate Governance Committee reviews the composition of the Board as a whole, considering the mix of skills and experience that directors bring to the Board, and evaluates Board composition in light of the company’s then-current business needs as well as applicable legal, regulatory and NYSE requirements. Among the areas considered by the Committee are each director’s independence under the NYSE listing standards; experience, including experience as a public company officer or director; primary area of business expertise; geographical markets experience; and projected retirement date. In accordance with the requirements of the National Bank Act, and the company’s focus on its core banking franchise in Tennessee, the Committee also considers the proportion of directors who reside in Tennessee (or within 100 miles of Memphis). In light of this review, the Committee assesses whether the Board has the necessary tools to perform its oversight functions effectively and recommends, as appropriate, new nominees for consideration by the Board. The Board, with oversight provided by the Committee, also conducts an annual self-evaluation that includes an evaluation of whether Board members have an appropriately broad and diverse range of experience and whether committee members have the right expertise, background and skills to be effective and responsive to their duties and responsibilities as committee members.   Individual Director Evaluations. The Nominating & Corporate Governance Committee also conducts annual individual director evaluations. To facilitate these evaluations, the Board has adopted a Statement of Expectations of Directors. The Statement of Expectations contains specific activities and conduct each director should engage in or adhere to and includes consideration of each director’s background, expertise and skills. The Statement of Expectations is provided to each new director at the time of orientation and to all directors once a year. Each year, the Nominating & Corporate Governance Committee conducts evaluations against the Statement of Expectations of the performance of each non-employee director prior to determining whether to recommend him or her to the Board for renomination.   Board Experiences, Qualifications, Attributes and Skills. Set forth below areOur Board selected our twelve director nominees based on the belief that each one brings significant experience and expertise that will serve First Horizon well. The breadth of their expertise and their mix of attributes is reflected in the table below. Following the table is a summary for each nominee of the particular experiences, qualifications, attributes or skills that led the Board to conclude that each nomineehe or she should serve as a director of First Horizon, as well as the age, current principal occupation (which has continued for at least five years unless otherwise indicated), 27 VOTE ITEM NO. 1—ELECTION OF DIRECTORS name and principal business of the organization in which his or her occupation is carried on, directorships in other reporting companies (including those held in the past but not currently held), and year first elected to our Board. All of our directors are also directors of the Bank. Director committee appointments are disclosed below and in a table on page 15 in the “Corporate Governance and Board Matters—Committee Charters & Committee Composition” section of this proxy statement above. 27 28 VOTE ITEM NO. 1—ELECTION OF DIRECTORS Nominees for Director Our director nominees at a glance 8 5 4 10 2 have experience as a CEO/President* have finance or accounting experience** have experience in the banking industry have served as a director or officer of another public company*** have experience in information technology matters                     1 12 4 8 5 has served in government have strategic planning/leadership experience are diverse in terms of race, gender or ethnicity have marketing and retail distribution experience joined the Board within the last six years   * CEO or president of a firm or major operating division ** Audit committee financial expert, CFO, or background in accounting or financial planning and analysis *** Public company director or executive officer John C. Compton Partner at Clayton, Dubilier & Rice, LLC Independent director since 2011 Age 55 Committees: Audit, Compensation, Executive & Risk, Nominating & Corporate Governance (Chair), and the Bank’s Trust Audit Committee   Mr. Compton is a Partner at Clayton, Dubilier & Rice, LLC, a New York-based private equity firm. Prior to January 2015, he was a private investor and consultant and served as an Operating Advisor to Clayton, Dubilier & Rice. He served as CEO of Pilot Flying J, Knoxville, Tennessee, a national operator of travel centers, until February 2013. Prior to September 2012, he served for twenty-nine years in various senior leadership positions with PepsiCo Inc., a global food, snack and beverage company, including Chief Executive Officer of PepsiCo Americas Foods, President and CEO of Quaker, Tropicana, Gatorade and CEO of PepsiCo North America, culminating in his service as President of PepsiCo.   Skills and Expertise:   •  Leadership experience at a public company   •  Experience in matters affecting public companies, including finance and accounting, employee matters, mergers and acquisitions, risk assessment,civic affairs, government relations, corporate governance, securities markets and compliance and similar matters   •  Extensive experience in sales, marketing, operations and general management   •  Knowledge of public company governance matters due to public company board service •  East Tennessee resident whosewith knowledge of the east Tennessee market fits well with our strategy of focusing on our core banking franchise in Tennessee Other Current Public Company Board Service: US Foods Holdings Corp. (since 2015),   Prior Public Company Board Service: US Foods Holding Corp. (2015-2018); Pepsi Bottling Group (2008-2010)   Non-Profit Board Service: Serves on the board of two non-profit organizations. Partner at Clayton, Dubilier & Rice Independent director since 2011 Age 56 Committees: Audit, Compensation, Executive & Risk and Nominating & Corporate Governance (chair) and the Bank’s Trust Audit Committee   29 VOTE ITEM NO. 1—ELECTION OF DIRECTORS   Mark A. Emkes Retired Commissioner, Department of Finance and Administration, State of Tennessee and retired Chairman, Chief ExecutiveOfficer and President,Bridgestone Americas, Inc. Independent directorsince 2008 Age 64 Committees: Audit (Chair), InformationTechnology and the Bank’sTrust Audit Committee(Chair) Audit Committee FinancialExpert   Mr. Emkes retired in May 2013 as the Commissioner of the Department ofFinanceof Finance and Administration of the State of Tennessee, a position he had servedinserved in since January 2011. Prior to his service as Commissioner, he served as theChairman,the Chairman, Chief Executive Officer and President of Bridgestone Americas, Inc.andInc. and as a director of its parent company, Tokyo-based Bridgestone Corporation, aworldwidea worldwide tire and rubber manufacturer.   Skills and Expertise:   •  Leadership experience at a large subsidiary of a public company   •  Experience in governmental affairs   •  Experience in finance and accounting, employee matters, mergers andacquisitions,and acquisitions, risk assessment, civic affairs, government relations, corporategovernance, securities marketscorporate governance and compliance and similar mattersassociatedmatters associated with leadership positions at public companies   •  Knowledge of public company executive compensation and governancemattersgovernance matters due to public company board service   •  Nashville resident whosewith knowledge of the Nashville market fits well withour strategy of focusing on our core banking franchise in Tennessee   Other Current Public Company Board Service: Clarcor Inc. (since 2010),CoreCivic, Inc. (since 2014) (Chairman of the Board since 2016) and Greif, Inc. (since 2008)   Prior Public Company Board Service: Bridgestone Corporation (2004-2010) and Clarcor Inc. (2010-2017)   Non-Profit Board Service: Serves on the board of atwo non-profit organization.organizations.   Retired Commissioner, Department of Finance and Administration, State of Tennessee and retired Chairman, Chief Executive Officer and President, Bridgestone Americas, Inc. Independent director since 2008 Age 65 Committees: Audit (chair), Compensation and Information Technology and the Bank’s Trust Audit Committee (chair) Audit Committee Financial Expert Peter N. Foss Mr. Foss is currently the general manager of the GE/NFL Head Health Program. Prior to his retirement in 2013, he served for 35 years in various leadership positions with General Electric Company, a global digital industrial company, including most recently as General Manager for Enterprise Selling and as President of the General Electric Company’s Olympic Sponsorship and Corporate Accounts. Mr. Foss became a director of First Horizon and the Bank upon the closing of First Horizon’s acquisition of Capital Bank Financial Corp. in 2017. Skills and Expertise: •  Extensive managerial and sales experience •  Senior level policy-making experience at a public company •  Banking and financial services experience as a director of several banking organizations •  Knowledge of public company audit, executive compensation and governance matters due to public company board service •  North Carolina resident with knowledge of the North Carolina market Other Current Public Company Board Service: Healthcare Trust of America, Inc. (since 2015) Prior Public Company Board Service: Capital Bank Financial Corp. (2009-2017), Capital Bank Corp. (2011-2012), Green Bankshares, Inc. (2011-2012) and TIB Financial Corp. (2011-2012) Non-Profit Board Service: Serves on the boards of two non-profit organizations. General Manager, GE/NFL Head Health Program Independent director since 2017 Age 74 Committees: Audit and Nominating & Corporate Governance and Bank’s Trust Audit Committee 28 30 VOTE ITEM NO. 1—ELECTION OF DIRECTORS Corydon J. Gilchrist Private investor and Chartered Financial Analyst Independent director since 2012 Age 46 Committees: Audit, Executive & Risk, Information Technology, Nominating & Corporate Governance, and the Bank’s Trust Audit Committee   Mr. Gilchrist is a private investor and a Chartered Financial Analyst. From 2000 to 2011 he was a portfolio manager and partner at Marsico Capital Management. While at Marsico, Mr. Gilchrist was the sole portfolio manager for Marsico’s 21st Century Fund and the lead portfolio manager for Marsico’s Global Fund. Before joining Marsico, he was a senior analyst and portfolio manager covering emerging markets at The Principal Financial Group.   Skills and Expertise:   •  Extensive expertise in macro and micro investment analysis   •  Understanding of business value, business risk and strategic decision-making   •  Experience analyzing various matters, including finance and accounting,securities markets, corporate governance, mergers and acquisitions, and risk assessment, and government relations, that affect public companies   Non-Profit Board Service: Serves on the boards of two non-profit organizations. Private investor and Chartered Financial Analyst Independent director since 2012 Age 47 Committees: Audit, Executive & Risk, Information Technology and Nominating & Corporate Governance and the Bank’s Trust Audit Committee   D. Bryan Jordan Chairman of the Board, President and Chief Executive Officer of First Horizon and the Bank Chairman of the Board since 2012; director since 2008 Age 55 Committees: Executive & Risk   Mr. Jordan is Chairman of the Board, President and Chief Executive Officer of First Horizon and the Bank. He was elected Chairman of the Board of Directors in 2012 and has held the positions of President and Chief Executive Officer and director since 2008. Mr. Jordan was the Chief Financial Officer of First Horizon and the Bank from 2007 to 2008, and prior to that he served in various positions at Regions Financial Corporation and its subsidiary Regions Bank, including (beginning in 2002) as Chief Financial Officer. Prior to 2000, he held various finance and accounting related positions at Wachovia Corporation.   Skills and Expertise:   •  Extensive experience in the banking and financial services industry   •  Experience in finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies   •  Knowledge of public company audit and governance matters due to public company board service   Other Current Public Company Board Service: AutoZone, Inc. (since 2013)   Non-Profit Board Service:Serves on the boards of several non-profit organizations. Chairman of the Board, President and Chief Executive Officer of First Horizon and the Bank Chairman of the Board since 2012; director since 2008 Age 56 Committees: Executive & Risk 29 31 R. Brad Martin Chairman of RBM Venture Company Independent director since 1994 Age 65 Committees: Compensation and Nominating & Corporate Governance Mr. Martin is the Chairman of RBM Venture Company, Memphis, Tennessee, a private investment company. He served as interim president of The University of Memphis from 2013 to 2014. Mr. Martin was Chairman of the Board and Chief Executive Officer of Saks Incorporated, Birmingham, Alabama, a retail merchandising company, until his retirement in 2007. He had held the CEO position at Saks or its predecessor companies since 1989. Skills and Expertise: •     Extensive experience in the retail merchandising industry •     Leadership experience at a public company •     Experience in matters affecting public companies, including finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters •     Knowledge of public company matters, including audit, executive compensation, governance and information technology matters, due to   public company board service Other Current Public Company Board Service: Chesapeake Energy Corporation (since 2012) (Chairman of the Board since October 2015) and FedEx Corporation (since 2011) Prior Public Company Board Service: Dillards, Inc. (2008-2013), Ryman Hospitality Properties, Inc. (successor of Gaylord Entertainment Company) (2006-2009), lululemon athletica inc. (2007-2012), Ruby Tuesday, Inc. (2008-2011), and Harrah’s Entertainment, Inc. (1996-2008) Non-Profit Board Service: Serves on the boards of several non-profit organizations. VOTE ITEM NO. 1—ELECTION OF DIRECTORS   Scott M. Niswonger Chairman and founder of Landair Transport, Inc. Independent director since 2011 Age 69 Committees: Executive & Risk, Nominating & Corporate Governance, and the Bank’s Trust Committee   Mr. Niswonger is the Chairman and founder of Landair Transport, Inc., a time-definite trucking, warehousing, and supply-chain management company. He previously served as Chief Executive Officer (until 2003) of Landair and as Chairman of the Board (until 2005) and Chief Executive Officer (until 2003) of Forward Air, Inc., which operated as one company with Landair until the two were separated into two public companies in 1998; Landair has since again become a private company.   Skills and Expertise:   •  Leadership experience at two public companies   •  Extensive experience in matters affecting both public and private companies, including sales, marketing and logistics, finance and accounting,employee matters, mergers and acquisitions, risk assessment, civic affairs and government relations, corporate governance and securities markets and compliance   •  East Tennessee resident whosewith knowledge of the east Tennessee market fits well with our strategy of focusing on our core banking franchise in   Tennessee   Prior Public Company Board Service:Landair Transport, Inc. (1998-2003) and Forward Air, Inc. (1998-2005)   Non-Profit Board Service:Serves on the boards of several non-profit organizations. Chairman and founder of Landair Transport, Inc. Independent director since 2011 Age 70 Committees: Executive & Risk, Nominating & Corporate Governance, and the Bank’s Trust Committee

The Board of Directors unanimously recommends that the shareholders votefor the election of all director nominees as described in Item No. 1.

Vote Item No. 2—Vote on Technical Amendments to Modernize Our Restated Charter

General Description of the Proposed Amendments

Detailed Description of the Proposed Amendments

The Board of Directors unanimously recommends that the shareholders votefor the approval of the proposed amendments to the Charter as described in Item No. 2.

Vote Item No. 3—Advisory Resolution to

Approve Executive Compensation

20162017 Corporate Performance and Compensation Outcomes