SEC Comment Letter 0000000000-23-012429 to FIRST HORIZON CORP (FHN, FHN-PB, FHN-PC, FHN-PE, FHN-PF) (CIK 0000036966) (FHN)
FIRST HORIZON CORP (FHN, FHN-PB, FHN-PC, FHN-PE, FHN-PF) (CIK 0000036966)
Date: Nov. 13, 2023 · CIK: 0000036966 · Accession: 0000000000-23-012429
AI Filing Summary & Sentiment
File numbers found in text: 001-15185
Letter
United States securities and exchange commission logo November 13, 2023 D. Bryan Jordan Chief Executive Officer First Horizon Corporation 165 Madison Avenue Memphis, Tennessee 38103 Re:First Horizon Corporation Definitive Proxy Statement on Schedule 14A Filed March 13, 2023 File No. 001-15185 Dear D. Bryan Jordan: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed March 13, 2023 Pay Versus Performance, page 80 1.You include "Net Income Available to Common Shareholders" in column (h) of your pay versus performance table in lieu of net income as required by Regulation S-K Item 402(v)(2)(v). Please ensure that you include net income, as reported in your audited GAAP financial statements, in column (h) for all years covered by the table. Refer to Regulation S-K Compliance and Disclosure Interpretations Questions 128D.08 and 128D.09. Please note that you may voluntarily provide supplemental measures of compensation or financial performance, so long as any additional disclosure is clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure. 2.You include Return on Tangible Common Equity in column (i) of your pay versus performance table. It appears that you intend this to be your Company-Selected Measure required pursuant to Regulation S-K Item 402(v)(2)(vi). However, we also note your disclosure in the footnote to column (i) that "[f]or many years (including 2022), the primary performance measure used in FHN's long-term stock awards has been [Return on Tangible Common Equity], subject to several adjustments selected at the time of grant. The data in column (i) is not adjusted" (emphasis added).
Under Regulation S-K Item 402(v)(2)(vi), your Company-Selected Measure is the
FirstName LastNameD. Bryan Jordan Comapany NameFirst Horizon Corporation November 13, 2023 Page 2 FirstName LastName D. Bryan Jordan First Horizon Corporation November 13, 2023 Page 2 performance measure, "which in [your] assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by [you] to link compensation actually paid to [your] named executive officers, for the most recently completed fiscal year, to company performance." Please ensure that your Company-Selected Measure reflects the actual financial performance measure you used to link compensation to company performance for the most recently completed fiscal year. For example if, under this standard, adjusted Return on Tangible Common Equity should be your Company-Selected Measure, please ensure that you use it in future filings. 3.In your "Relation of Pay to Performance" section, it does not appear that you provide all of the relationship disclosures required by Regulation S-K Item 402(v)(5). Please ensure that you provide this required disclosure in its entirety. Although you may provide the required information graphically, narratively, or a combination of the two, this disclosure must be separate from the pay versus performance table required by Regulation S-K Item 402(v)(1) and must provide a clear description of each separate relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note that it is not sufficient to state that no relationship exists, even if a particular measure is not used in setting compensation. You may voluntarily provide supplemental measures of compensation or financial performance, so long as any additional disclosure is clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure. Please contact Marion Graham at 202-551-6521 or Charlie Guidry at 202-551-3621 with any other questions. Sincerely, Division of Corporation Finance Disclosure Review Program
Show Raw Text
United States securities and exchange commission logo
November 13, 2023
D. Bryan Jordan
Chief Executive Officer
First Horizon Corporation
165 Madison Avenue
Memphis, Tennessee 38103
Re:First Horizon Corporation
Definitive Proxy Statement on Schedule 14A
Filed March 13, 2023
File No. 001-15185
Dear D. Bryan Jordan:
We have limited our review of your most recent definitive proxy statement to those
issues we have addressed in our comments. Please respond to these comments by confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed March 13, 2023
Pay Versus Performance, page 80
1.You include "Net Income Available to Common Shareholders" in column (h) of your pay
versus performance table in lieu of net income as required by Regulation S-K Item
402(v)(2)(v). Please ensure that you include net income, as reported in your audited
GAAP financial statements, in column (h) for all years covered by the table. Refer to
Regulation S-K Compliance and Disclosure Interpretations Questions 128D.08 and
128D.09. Please note that you may voluntarily provide supplemental measures of
compensation or financial performance, so long as any additional disclosure is clearly
identified as supplemental, not misleading, and not presented with greater prominence
than the required disclosure.
2.You include Return on Tangible Common Equity in column (i) of your pay versus
performance table. It appears that you intend this to be your Company-Selected Measure
required pursuant to Regulation S-K Item 402(v)(2)(vi). However, we also note your
disclosure in the footnote to column (i) that "[f]or many years (including 2022), the
primary performance measure used in FHN's long-term stock awards has been [Return on
Tangible Common Equity], subject to several adjustments selected at the time of grant.
The data in column (i) is not adjusted" (emphasis added).
Under Regulation S-K Item 402(v)(2)(vi), your Company-Selected Measure is the
FirstName LastNameD. Bryan Jordan
Comapany NameFirst Horizon Corporation
November 13, 2023 Page 2
FirstName LastName
D. Bryan Jordan
First Horizon Corporation
November 13, 2023
Page 2
performance measure, "which in [your] assessment represents the most important
financial performance measure (that is not otherwise required to be disclosed in the table)
used by [you] to link compensation actually paid to [your] named executive officers, for
the most recently completed fiscal year, to company performance." Please ensure that
your Company-Selected Measure reflects the actual financial performance measure you
used to link compensation to company performance for the most recently completed fiscal
year. For example if, under this standard, adjusted Return on Tangible Common
Equity should be your Company-Selected Measure, please ensure that you use it in future
filings.
3.In your "Relation of Pay to Performance" section, it does not appear that you provide all
of the relationship disclosures required by Regulation S-K Item 402(v)(5). Please ensure
that you provide this required disclosure in its entirety. Although you may provide the
required information graphically, narratively, or a combination of the two, this disclosure
must be separate from the pay versus performance table required by Regulation S-K Item
402(v)(1) and must provide a clear description of each separate relationship indicated in
Regulation S-K Item 402(v)(5)(i)-(iv). Please note that it is not sufficient to state that no
relationship exists, even if a particular measure is not used in setting compensation. You
may voluntarily provide supplemental measures of compensation or financial
performance, so long as any additional disclosure is clearly identified as supplemental, not
misleading, and not presented with greater prominence than the required disclosure.
Please contact Marion Graham at 202-551-6521 or Charlie Guidry at 202-551-3621 with
any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program