UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 17, 2012
First Horizon National Corporation
(Exact Name of Registrant as Specified in Charter)
TN | 001-15185 | 62-0803242 |
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer Identification No.) |
165 MADISON AVENUE MEMPHIS, TENNESSEE | 38103 |
(Address of Principal Executive Office) | (Zip Code) |
Registrant's telephone number, including area code -(901) 523-4444
(Former name or former address, if changed from last report)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| □ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| □ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| □ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| □ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On April 17, 2012, the shareholders of the Company approved amendments to the Company’s Equity Compensation Plan and re-approved the Plan as amended and restated. The amendments are effective immediately. The amendments are described in the Company’s 2012 Proxy Statement under Vote Item 2 beginning on page 23, which description is incorporated into this item 5.02 by reference.
On April 17, 2012, the shareholders of the Company approved amendments to the Company’s Management Incentive Plan and re-approved the Plan as amended and restated. The amendments are effective immediately for the fiscal year commencing January 1, 2012. The amendments are described in the Company’s 2012 Proxy Statement under Vote Item 3 beginning on page 29, which description is incorporated into this item 5.02 by reference.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
Voting Results for 2012 Annual Meeting
(a) On April 17, 2012, the Company held its annual meeting of shareholders.
(b) At the annual meeting, five vote items were acted upon by the shareholders. The number of votes cast for, against, or withheld as to each such matter or nominee, and the number of abstentions and broker non-votes as to each such matter or nominee, have been certified and are set forth below:
Vote Item 1: Election of Directors
Outcome: All nominees were elected
| Nominee | For | Withheld | Abstain | Broker Nonvote |
| Robert B. Carter | 186,958,931 | 7,127,756 | 3,460,511 | 31,929,121 |
| John C. Compton | 188,954,723 | 5,472,172 | 3,120,303 | 31,929,121 |
| Mark A. Emkes | 183,022,129 | 11,407,198 | 3,117,871 | 31,929,121 |
| Vicky B. Gregg | 186,848,750 | 7,599,222 | 3,099,226 | 31,929,121 |
| James A. Haslam, III | 187,731,156 | 6,718,404 | 3,097,638 | 31,929,121 |
| D. Bryan Jordan | 190,388,195 | 4,051,196 | 3,107,807 | 31,929,121 |
| R. Brad Martin | 187,684,971 | 6,731,498 | 3,130,729 | 31,929,121 |
| Scott M. Niswonger | 192,882,190 | 1,524,744 | 3,140,264 | 31,929,121 |
| Vicki R. Palmer | 183,553,408 | 10,871,795 | 3,121,995 | 31,929,121 |
| Colin V. Reed | 188,597,217 | 5,818,558 | 3,131,423 | 31,929,121 |
| Luke Yancy III | 183,863,621 | 10,520,978 | 3,159,599 | 31,932,121 |
Vote Item 2: Approval of Equity Compensation Plan, as amended
Outcome: Approved
| Details | For | Against | Abstain | Broker Nonvote |
| Proposal to approve amendments to, and to re-approve as amended and restated, the Equity Compensation Plan, as described in the Proxy Statement | 158,705,088 | 34,887,752 | 3,954,358 | 31,929,121 |
2
Vote Item 3: Approval of Management Incentive Plan, as amended
Outcome: Approved
| Details | For | Against | Abstain | Broker Nonvote |
| Proposal to approve amendments to, and to re-approve as amended and restated , the Management Incentive Plan, as described in the Proxy Statement | 185,626,491 | 7,903,110 | 4,017,597 | 31,929,121 |
Vote Item 4: Advisory Resolution to Approve Executive Compensation
Outcome: Approved
| Details | For | Against | Abstain | Broker Nonvote |
| Advisory resolution to approve compensation of certain executive officers as described in the Proxy Statement | 183,252,050 | 10,039,058 | 4,256,090 | 31,929,121 |
Vote Item 5: Ratification of Auditor
Outcome: Ratified
| Auditor | For | Against | Abstain | Broker Nonvote |
| KPMG LLP | 212,008,428 | 14,189,471 | 3,278,420 | - 0 - |
(c) & (d) Not applicable.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are incorporated by reference:
Exhibit #Description
| 10.1 | Equity Compensation Plan (as amended and restated April 17, 2012), incorporated by reference to Appendix B to the Corporation’s Proxy Statement for its annual meeting on April 17, 2012 |
| 10.2 | Management Incentive Plan (as amended and restated January 17, 2012), incorporated by reference to Appendix C to the Corporation’s Proxy Statement for its annual meeting on April 17, 2012 |
All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.
* * * * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
First Horizon National Corporation | |
(Registrant) |
Date: April 18, 2012 | By: | /s/ Clyde A. Billings, Jr. |
Senior Vice President, Assistant General Counsel, and Corporate Secretary |
EXHIBIT INDEX
| EX-10.1 | Equity Compensation Plan (as amended and restated April 17, 2012), incorporated by reference to Appendix B to the Corporation’s Proxy Statement for its annual meeting on April 17, 2012 |
| EX-10.2 | Management Incentive Plan (as amended and restated January 17, 2012), incorporated by reference to Appendix C to the Corporation’s Proxy Statement for its annual meeting on April 17, 2012 |