REGIONS FINANCIAL CORP

The proposal requests that Regions amend its governing documents to permit shareholders who together hold 10% of the outstanding common stock (or the lowest percentage permitted by applicable state law) to call a special shareholder meeting, and expressly allow such meetings to be held online. The proposal also seeks to prevent any ‘‘poison pill’’-style restriction that would require a holding period in order to participate in calling a special meeting. The proponent argues this right would enhance board accountability and enable shareholders to raise urgent governance or strategic issues between annual meetings, and cites recent supportive votes on similar proposals at other companies. The submission was made by shareholder proponent John Chevedden and requests no additional shareholder ownership conditions beyond the stated percentage.