CBF Capital Bank Financial Corp. (MM)

Item 5.07.   Submission of Matters to a Vote of Security Holders.

On September 7, 2017, Capital Bank Financial Corp., a Delaware corporation ("Capital Bank Financial"), held a special meeting of stockholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 3, 2017, by and among First Horizon National Corporation ("First Horizon"), Capital Bank Financial and Firestone Sub, Inc. ("Merger Sub"), which provides for, among other things and subject to the terms and conditions set forth therein, Merger Sub to  merge with and into Capital Bank Financial and then with and into First Horizon, with First Horizon as the surviving corporation in the mergers.

Each of the three proposals considered at the Special Meeting (as described below) was approved by the requisite vote of the Company's stockholders.

As of July 24, 2017 , the record date for the Special Meeting, there were 35,456,768 shares   of Class A voting common stock of Capital Bank Financial outstanding and entitled to vote, each of which was entitled to one vote for each proposal at the Special Meeting.  At the Special Meeting, a total of 29,930,154 shares Class A voting common stock of Capital Bank Financial, representing approximately 84.41% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the following proposals were considered:

(1)   The proposal to adopt the Merger Agreement (the " Merger Agreement Proposal ");

(2)   The proposal to approve, by advisory (non-binding) vote, certain compensation that may be paid or become payable to Capital Bank Financial's named executive officers in connection with the merger (the " Merger-Related Compensation Proposal "); and

(3)   The proposal for adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement the (" Adjournment Proposal ").

The final voting results for each proposal are described below.  For more information on each of these proposals, see Capital Bank Financial's definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 31, 2017.

1.	Merger Agreement Proposal:

2.	Merger-Related Compensation Proposal:

3.	Adjournment Proposal:

With respect to the Adjournment Proposal, although sufficient votes would have been received for the proposal to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.