First Horizon (FHN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 28, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• 2025 saw strong financial performance: net income rose 29% to $956 million, EPS increased 38%, and total shareholder return was 22.12%.

• Investments were made in digital transformation, talent acquisition, and community initiatives, with over $21 million distributed to nonprofits.

Voting matters and shareholder proposals

• Shareholders will elect 12 directors for one-year terms, approve a say-on-pay advisory resolution, and ratify KPMG LLP as auditors for 2026.

• Proxy access and shareholder proposal deadlines for the 2027 meeting are outlined, with clear procedures for nominations and proposals.

Board of directors and corporate governance

• 92% of director nominees are independent; all committee members are independent.

• Board leadership combines CEO/Chairman roles with an independent Lead Director; annual board and committee self-evaluations are conducted.

• Directors are subject to majority voting, mandatory retirement at 72 (with possible waivers), and limits on outside board service.

• Proxy access bylaw allows significant shareholders to nominate directors.