FIRST HORIZON CORP0000036966false00000369662024-04-232024-04-230000036966fhn:A625ParValueCommonCapitalStockMember2024-04-232024-04-230000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesBMember2024-04-232024-04-230000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesCMember2024-04-232024-04-230000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesDMember2024-04-232024-04-230000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesEMember2024-04-232024-04-230000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesFMember2024-04-232024-04-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 8-K
_____________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
April 23, 2024
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
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TN |
001-15185 |
62-0803242 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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165 Madison Avenue |
Memphis, |
Tennessee |
38103 |
(Address of Principal Executive Offices) |
(Zip Code) |
(Registrant's telephone number, including area code) (901) 523-4444
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol(s) |
Name of Exchange on which Registered |
$0.625 Par Value Common Capital Stock |
FHN |
New York Stock Exchange LLC |
Depositary Shares, each representing a 1/400th interest in |
FHN PR B |
New York Stock Exchange LLC |
a share of Non-Cumulative Perpetual Preferred Stock, Series B |
Depositary Shares, each representing a 1/400th interest in |
FHN PR C |
New York Stock Exchange LLC |
a share of Non-Cumulative Perpetual Preferred Stock, Series C |
Depositary Shares, each representing a 1/400th interest in |
FHN PR D |
New York Stock Exchange LLC |
a share of Non-Cumulative Perpetual Preferred Stock, Series D* |
Depositary Shares, each representing a 1/4,000th interest in |
FHN PR E |
New York Stock Exchange LLC |
a share of Non-Cumulative Perpetual Preferred Stock, Series E |
Depositary Shares, each representing a 1/4,000th interest in |
FHN PR F |
New York Stock Exchange LLC |
a share of Non-Cumulative Perpetual Preferred Stock, Series F |
*All shares of Series D Preferred Stock were called for redemption effective May 1, 2024. That redemption will result in the redemption, suspension from trading, and delisting of the related Series D Depositary Shares.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On April 23, 2024, First Horizon Corporation ("First Horizon") held its annual meeting of shareholders.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
(a) & (b) Voting Results for 2023 Annual Meeting
At the annual meeting, four vote items were acted upon by the shareholders. The number of votes cast for or against as to each such matter or nominee, and the number of abstentions and broker non-votes as to each such matter or nominee, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share.
VOTE ITEM 1
ELECTION OF DIRECTORS
Outcome: All Nominees were Elected
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Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Vote |
Harry V. Barton, Jr. |
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405,103,587 |
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3,675,418 |
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333,456 |
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59,561,399 |
Velia Carboni |
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405,665,424 |
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3,100,348 |
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346,690 |
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59,561,399 |
John C. Compton |
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385,691,377 |
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23,075,592 |
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345,493 |
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59,561,399 |
Wendy P. Davidson |
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404,453,387 |
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4,318,088 |
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340,986 |
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59,561,399 |
John W. Dietrich |
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384,939,499 |
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23,795,694 |
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377,269 |
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59,561,399 |
D. Bryan Jordan |
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395,316,569 |
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12,232,254 |
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1,563,639 |
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59,561,399 |
J. Michael Kemp, Sr. |
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394,201,014 |
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14,562,516 |
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348,931 |
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59,561,399 |
Rick E. Maples |
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402,279,359 |
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6,421,577 |
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411,526 |
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59,561,399 |
Vicki R. Palmer |
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395,064,816 |
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13,691,046 |
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356,599 |
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59,561,399 |
Colin V. Reed |
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397,006,520 |
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11,752,016 |
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353,926 |
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59,561,399 |
Cecelia D. Stewart |
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404,792,184 |
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3,958,814 |
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361,465 |
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59,561,399 |
Rosa Sugrañes |
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404,752,151 |
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4,019,447 |
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340,863 |
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59,561,399 |
R. Eugene Taylor |
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404,409,928 |
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4,267,238 |
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435,296 |
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59,561,399 |
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VOTE ITEM 2
RATIFICATION OF APPOINTMENT OF AUDITOR
Outcome: Ratified
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Auditor |
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For |
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Against |
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Abstain |
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Broker Non-Vote |
KPMG LLP |
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433,044,366 |
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35,219,300 |
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410,195 |
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— |
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VOTE ITEM 3
APPROVAL OF AMENDMENT TO 2021 INCENTIVE PLAN
Outcome: Approved
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Details |
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For |
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Against |
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Abstain |
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Broker Non-Vote |
Proposal to approve amendment of the 2021 Incentive Plan, increasing the shares authorized for awards, as described in the 2024 Proxy Statement |
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394,948,497 |
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13,531,673 |
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632,291 |
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59,561,399 |
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2 |
FORM 8-K CURRENT REPORT 4/23/2024 |
VOTE ITEM 4
ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
Outcome: Approved
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Details |
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For |
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Against |
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Abstain |
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Broker Non-Vote |
Advisory resolution to approve compensation of certain executive officers as described in the 2024 Proxy Statement |
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395,079,714 |
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12,916,538 |
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1,116,210 |
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59,561,399 |
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ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Approval of Amendment of 2021 Incentive Plan
As mentioned above, on April 23, 2024, the shareholders of First Horizon Corporation (“First Horizon”) approved amendment of the First Horizon Corporation 2021 Incentive Plan increasing the shares authorized for awards by 13 million, and proportionately increasing certain other subordinate share limits. Approval was effective immediately. The Plan, and the amendment approved, are described in First Horizon’s 2024 Proxy Statement under the caption Vote Item 3—Approval of Amendment to 2021 Incentive Plan beginning on page 49, which description is incorporated into this item 5.02 by reference.
ITEM 8.01. Other Events
Updated S-8 Power of Attorney
First Horizon hereby files, as Exhibit 24.1 to this Current Report, a power of attorney signed by its current directors along with its principal financial and accounting officers. The new power of attorney relates to the upcoming registration on Form S-8 of the additional shares authorized for awards under the 2021 Incentive Plan by the shareholders in Vote Item 3, and to certain existing registration statements filed on Form S-8 related to various employee benefit plans. In the latter function, Exhibit 24.1 updates earlier powers of attorney.
ITEM 9.01. Financial Statements and Exhibits
The following exhibits are filed herewith:
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Exhibit # |
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Description |
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10.1 |
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First Horizon Corporation 2021 Incentive Plan, as amended February 25, 2024, incorporated herein by reference to Appendix A to First Horizon’s Proxy Statement (Schedule 14A Information) filed with the Securities and Exchange Commission on March 11, 2024 |
24.1 |
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104 |
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Cover Page Interactive Data File, formatted in Inline XBRL |
All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.
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3 |
FORM 8-K CURRENT REPORT 4/23/2024 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIRST HORIZON CORPORATION |
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(Registrant) |
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April 23, 2024 |
By: |
/s/ Clyde A. Billings, Jr. |
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Clyde A. Billings, Jr. |
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Senior Vice President, Assistant General Counsel and Corporate Secretary |
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4 |
FORM 8-K CURRENT REPORT 4/23/2024 |
EX-24.1
2
a4232024xexh24xpoaforsx8s.htm
EX-24.1
Document
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EXHIBIT 24.1 |
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Power of Attorney |
Power of Attorney
Each of the undersigned directors and officers of First Horizon Corporation, a Tennessee corporation (the “Company”), hereby appoints Hope Dmuchowski, Dane P. Smith, Jeff L. Fleming, Clyde A. Billings, Jr., Shannon M. Hernandez, John A. Niemoeller, and each of them or their successors as officers of the Company acting singly, the true and lawful agents and attorneys of the undersigned, with full power of substitution and re-substitution, to do all things and to execute all instruments which any of them may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with:
(A) a new registration under such Act on Form S-8 of thirteen million (13,000,000) additional shares of the Company’s common stock to be issued under the Company’s 2021 Incentive Plan, as amended; and
(B) the registration under such Act of any previously registered shares of common stock or interests remaining unissued or unsold under any of the Company’s employee benefit plans registered under any of the following: registration statement No. 333-219052 on Form S-4 (including post-effective amendment No. 1 thereto on Form S-8); registration statement No. 333-235757 on Form S-4 (including post-effective amendment No. 1 thereto on Form S-8); and registration statements Nos. 33-9846, 33-40398, 33-44142, 333-92145, 333-73440, 333-108750, 333-109862, 333-123404, 333-124297, 333-133635, 333-166818, 333-181162, 333-211120, 333-212850, 333-238038, 333-239877, 333-255580, 333-273513, and 333-273514, each on Form S-8.
This authorization includes the authority to sign the name of each of the undersigned in the capacities indicated below to the new registration statement mentioned in (A), and to any of the registration statements listed in (B), after this date along with any amendments to any such registration statement, including (but not limited to) amendments to terminate any such registration statement whether or not, at the time of such amendment, any securities under any such registration statement remain unissued or unsold.
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SIGNATURE |
TITLE |
DATE |
/s/ D. Bryan Jordan |
Chairman of the Board, President, and Chief Executive
Officer and Director
(principal executive officer)
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April 23, 2024 |
D. Bryan Jordan |
/s/ Hope Dmuchowski |
Senior Executive Vice President and Chief Financial Officer
(principal financial officer)
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April 23, 2024 |
Hope Dmuchowski |
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1 |
Exh. to Form 8-K Current Report 4/23/2024 |
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EXHIBIT 24.1 |
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Power of Attorney |
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SIGNATURE |
TITLE |
DATE |
/s/ Jeff L. Fleming |
Executive Vice President and Chief Accounting Officer
(principal accounting officer)
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April 23, 2024 |
Jeff L. Fleming |
/s/ Harry V. Barton, Jr. |
Director |
April 23, 2024 |
Harry V. Barton, Jr. |
/s/ Velia Carboni |
Director |
April 23, 2024 |
Velia Carboni |
/s/ John C. Compton |
Director |
April 23, 2024 |
John C. Compton |
/s/ Wendy P. Davidson |
Director |
April 23, 2024 |
Wendy P. Davidson |
/s/ John W. Dietrich |
Director |
April 23, 2024 |
John W. Dietrich |
/s/ J. Michael Kemp, Sr. |
Director |
April 23, 2024 |
J. Michael Kemp, Sr. |
/s/ Rick E. Maples |
Director |
April 23, 2024 |
Rick E. Maples |
/s/ Vicki R. Palmer |
Director |
April 23, 2024 |
Vicki R. Palmer |
/s/ Colin V. Reed |
Director |
April 23, 2024 |
Colin V. Reed |
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2 |
Exh. to Form 8-K Current Report 4/23/2024 |
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EXHIBIT 24.1 |
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Power of Attorney |
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SIGNATURE |
TITLE |
DATE |
/s/ Cecelia D. Stewart |
Director |
April 23, 2024 |
Cecelia D. Stewart |
/s/ Rosa Sugrañes |
Director |
April 23, 2024 |
Rosa Sugrañes |
/s/ R. Eugene Taylor |
Director |
April 23, 2024 |
R. Eugene Taylor |
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3 |
Exh. to Form 8-K Current Report 4/23/2024 |