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 management proposals to amend the Certificate of Incorporation, and a shareholder proposal regarding special meetings.

• The Board emphasizes governance evolution, risk oversight, and shareholder engagement, including recent amendments to allow shareholders with 25% ownership to call special meetings and proposals to remove supermajority voting requirements.

• Strategic priorities focus on soundness, profitability, and growth, with strong 2025 performance in financial returns, risk management, customer experience, and human capital development.

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 to lower the threshold for calling special meetings.

• The Board recommends voting for all management proposals and against the shareholder proposal, citing recent enhancements to shareholder rights.

Board of directors and corporate governance

• The Board is 92% independent, with significant refreshment (7 new directors in 5 years), diverse skills, and a mandatory retirement age of 72.

• Directors bring expertise in banking, risk, technology, governance, and human capital management.

• Board committees (Audit, CHR, NCG, Risk, Technology) are fully independent and meet regularly, with robust self-evaluation and education processes.

• Shareholder engagement is ongoing, with feedback leading to governance changes such as proxy access and special meeting rights.