Additional Proxy Soliciting Materials (definitive) (defa14a)
March 19 2021 - 4:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate
box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
FIRST HORIZON CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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SUPPLEMENTAL INFORMATION DATED
MARCH 19, 2021
Related to the First Horizon Corporation
2021 Proxy Statement
For the Annual Meeting of Shareholders
To Be Held on April 27, 2021
First Horizon Corporation’s 2021 Proxy Statement proposes
and recommends, in Vote Item 2, that shareholders approve a new 2021 Incentive Plan. The 2021 Incentive Plan, if approved, would
authorize the grant of stock and other awards resulting in the potential issuance of up to 14 million shares of First Horizon common
stock, all as described on pages 53-64 of the 2021 Proxy Statement.
As described on pages 53 and 54 of the 2021 Proxy Statement,
First Horizon has used, and currently uses, older plans for its stock award programs. Of those older plans, only two still authorize
the grant of new awards: the Equity Compensation Plan of legacy First Horizon and the 2019 Stock Incentive Plan of legacy IBERIA
(“Active Plans”). Page 54 summarizes outstanding awards as of March 5, 2021 under all older plans, both active and
inactive. On page 53 of the 2021 Proxy Statement, First Horizon stated that if the new 2021 Incentive Plan is approved, First Horizon
will discontinue granting any new awards under the Active Plans.
Expanding on the last point, First Horizon will not grant new
awards under either of the Active Plans before the 2021 annual meeting of shareholders. Specifically:
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The tabular summary of outstanding awards on page 54 of the 2021 Proxy
Statement will remain correct through the 2021 annual meeting of shareholders. In other words, no awards of any sort have been
granted under the Active Plans since March 5, 2021, and none will be granted from March 5 through the conclusion of First Horizon’s
2021 annual meeting of shareholders.
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As stated on page 53 of the 2021 Proxy Statement, assuming shareholders
approve the 2021 Incentive Plan as proposed, both Active Plans will become inactive and unavailable for new awards. All new awards
granted after the 2021 annual meeting will be made under the 2021 Incentive Plan and only under that Plan.
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First Horizon’s 2021 Proxy Statement (along with other
annual meeting materials) is available on First Horizon’s corporate website at https://ir.fhnc.com/investor-relations/sec-filings-1/annual-meeting-materials/default.aspx.
The Proxy Statement also is available on the SEC’s website at https://www.sec.gov/Archives/edgar/data/36966/000093041321000585/c101015_def14a.htm.
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