Regions Financial (RF) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 6, 2026, with shareholders voting on director elections, executive compensation, auditor ratification, several charter amendments, and a shareholder proposal.

• The Board focused on governance evolution, risk oversight, and shareholder engagement, including amending By-Laws to allow shareholders with 25% ownership to call special meetings and proposing to remove supermajority voting requirements.

• Strategic priorities in 2025 included strengthening financial performance, enhancing risk management, advancing technology, and building a high-performing team.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 13 directors, advisory approval of executive compensation, ratification of the independent auditor, four management proposals to amend the Certificate of Incorporation, and a shareholder proposal on special meetings.

• The Board recommends voting FOR all management proposals and AGAINST the shareholder proposal to lower the threshold for calling special meetings to 10%.

• Proposed amendments include eliminating supermajority voting, modernizing business combination restrictions, limiting officer liability, and miscellaneous Charter updates.

Board of directors and corporate governance

• The Board is 92% independent, with a strong Lead Independent Director and robust committee structure.

• Seven new directors have been added in the past five years, enhancing expertise in technology, risk, and governance.

• Board composition reflects diversity in tenure, age, gender, and minority representation.

• Annual board and committee self-evaluations are conducted, with third-party analysis and actionable follow-up.

• Directors are subject to stock ownership guidelines and overboarding policies.