Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Article II, Sections 1 and 2 of the By-Laws have been revised to clarify that, to the extent permitted under the Delaware General Corporation Law ("DGCL"), annual and special meetings of stockholders may be held by means of remote communication. Confirming changes were made elsewhere in the By-Laws, including Article II, Section 6. In addition, Article III, Section 7 of the By-Laws has been revised to clarify that regular and special meetings of the Board may be held by means of remote communication, and Article III, Section 10 of the By-Laws has been revised to further clarify that written action taken without a meeting may be evidenced by electronic transmission.
Article V, Section 9 of the By-Laws has been revised to provide that, unless the
Company consents in writing to the selection of an alternative forum, the
federal district courts of
Article VII, Section 1 of the By-Laws regarding Emergency By-Laws has been
revised to specifically reference epidemics, pandemics and declarations of
national emergency by
The By-Laws also include a number of other ministerial, clarifying and conforming changes.
The foregoing summary is qualified in its entirety by reference to the By-Laws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated in this Item 5.03 by reference.
Item 8.01 Other Events.
On
A copy of the press release announcing the dividends is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.2 By-Laws ofRegions Financial Corporation , as amended and restated as ofJuly 21, 2021 . 99.1 Press release datedJuly 21, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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