Regions Bank 2012 Annual Report Download - page 235

Item 11. Executive Compensation
All information presented under the captions “COMPENSATION DISCUSSION AND ANALYSIS,” “2012
COMPENSATION,” “COMPENSATION COMMITTEE REPORT,” “ELECTION OF DIRECTORS—
Compensation Committee Interlocks and Insider Participation” and “—Relationship of Compensation Policies
and Practices to Risk Management” of the Proxy Statement are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
All information presented under the caption “VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF” of the Proxy Statement is incorporated herein by reference.
Equity Compensation Plan Information
The following table gives information about the common stock that may be issued upon the exercise of
options, warrants and rights under all of Regions’ existing equity compensation plans as of December 31, 2012.
Plan Category
Number of Securities to
be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights (a)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in First Column)
Equity Compensation Plans Approved
by Stockholders ................. 13,039,100 $15.04 65,986,869(b)
Equity Compensation Plans Not
Approved by Stockholders ........ 25,219,104(c) $27.26 —
Total ........................... 38,258,204 $23.09 65,986,869
(a) Does not include outstanding restricted stock awards.
(b) Consists of shares available for future issuance under the Regions Financial Corporation 2010 Long Term
Incentive Plan. In 2010, all prior long-term incentive plans were closed to new grants.
(c) Consists of outstanding stock options issued under certain plans assumed by Regions in connection with
business combinations, including 25,216,504 options issued under plans assumed in connection with the
Regions-AmSouth merger, which were issued under plans previously approved by AmSouth stockholders
but not pre-merger Regions stockholders. In each instance, the number of shares subject to option and the
exercise price of outstanding options have been adjusted to reflect the applicable exchange ratio. See Note
16 “Share Based Payments” to the consolidated financial statements included in Regions’ Annual Report on
Form 10-K for the year ended December 31, 2012. Does not include 133,506 shares issuable pursuant to
outstanding rights under AmSouth deferred compensation plans assumed by Regions.
Item 13. Certain Relationships and Related Transactions, and Director Independence
All information presented under the captions “ELECTION OF DIRECTORS—Other Transactions,” “—
Review, Approval or Ratification of Transactions with Related Persons” and “—Director Independence” of the
Proxy Statement are incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
All information presented under the caption “RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM” of the Proxy Statement is incorporated herein by reference.
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