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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
Date of Report (Date of earliest event reported): April 19, 2006
REGIONS FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-6159 63-0589368
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
417 North 20th Street, Birmingham, Alabama 35203
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(Address of principal executive offices) (Zip code)
(205) 944-1300
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(Registrant's telephone number, including area code)
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))
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ITEM 8.01 OTHER EVENTS
At a meeting on April 19, 2006, the compensation committee of the board
of directors considered various aspects of the company's equity compensation
plans. In keeping with developing trends in corporate governance and executive
compensation, the committee addressed the number of equity awards that may be
granted in each fiscal year, including stock options, stock appreciation rights,
performance-based share awards, restricted stock, and other equity awards. The
compensation committee resolved to observe a cap on the number of share-based
awards that it will grant under the company's equity compensation plans. The
committee adopted a resolution that it will administer the company's equity
compensation plans such that, beginning with 2006 and for the years ending 2006,
2007, and 2008, the company's burn rate with respect to the company's equity
awards will not exceed the greater of two percent of the company's shares
outstanding at the beginning of the fiscal year, or the mean burn rate plus one
standard deviation of its Global Industry Classification Standard peer group
(4010 Banks). The burn rate will be calculated as (i) the number of shares
granted to employees and directors in each fiscal year and reported in the
company's periodic reports filed with the Securities and Exchange Commission,
including (a) stock options, (b) restricted stock, (c) performance-based share
awards actually earned and delivered or deferred, and (d) any other award
settled in shares of stock, divided by (ii) the fiscal year beginning basic
shares outstanding. For the purpose of the calculation, one full value share
equals four option shares. Stock appreciation rights or other awards settled in
cash will not be included in the calculation of burn rate.
SIGNATURE
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.
REGIONS FINANCIAL CORPORATION
(Registrant)
By: /s/ Ronald C. Jackson
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Ronald C. Jackson
Senior Vice President and Comptroller
Date: April 24, 2006