ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers




(e)    Approval of 2021 Incentive Plan

On April 27, 2021, the shareholders of First Horizon Corporation ("First Horizon") approved the First Horizon Corporation 2021 Incentive Plan. Adoption of the Plan was effective immediately. The Plan is described in First Horizon's 2021 Proxy Statement under the caption Vote Item 2-Approval of 2021 Incentive Plan beginning on page 53, which description is incorporated into this item 5.02 by reference.

ITEM 5.07. Submission of Matters to a Vote of Security Holders

(a) & (b) Voting Results for 2021 Annual Meeting

On April 27, 2021, First Horizon held its annual meeting of shareholders. At the annual meeting, four vote items were acted upon by the shareholders. The number of votes cast for or against as to each such matter or nominee, and the number of abstentions and broker non-votes as to each such matter or nominee, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share.





                       Vote Item 1: Election of Directors

                       Outcome: All nominees were elected

        Nominee             For      Against  Abstain Broker Non-vote
 Harry V. Barton, Jr.   439,769,496 3,185,449 372,486   51,446,665
  Kenneth A. Burdick    435,565,982 7,324,093 437,356   51,446,665
     Daryl G. Byrd      438,495,127 4,459,012 373,292   51,446,665
    John N. Casbon      440,283,734 2,643,990 399,708   51,446,665
    John C. Compton     436,851,791 6,037,890 437,750   51,446,665

Wendy P. Davidson 439,434,702 3,439,806 452,924 51,446,665 William H. Fenstermaker 440,580,712 2,377,104 369,615 51,446,665


    D. Bryan Jordan     439,885,202 3,052,888 389,342   51,446,665
 J. Michael Kemp, Sr.   439,411,224 3,526,875 389,332   51,446,665
    Rick E. Maples      440,353,946 2,575,469 398,017   51,446,665
    Vicki R. Palmer     433,708,297 9,205,153 413,981   51,446,665
     Colin V. Reed      433,612,401 9,289,779 425,252   51,446,665
  E. Stewart Shea III   440,149,699 2,801,845 375,888   51,446,665
  Cecelia D. Stewart    439,466,252 3,442,003 419,177   51,446,665
  Rajesh Subramaniam    438,112,375 4,766,040 449,017   51,446,665
     Rosa Sugrañes      439,544,160 3,295,284 487,988   51,446,665
   R. Eugene Taylor     439,732,104 3,167,653 427,674   51,446,665

FIRST HORIZON CORPORATION 2 FORM 8-K CURRENT REPORT 4/27/2021










                  Vote Item 2: Approval of 2021 Incentive Plan

                               Outcome: Approved

           Details                 For       Against    Abstain   Broker Non-vote

Proposal to approve the 2021 Incentive Plan, as described 433,612,078 8,690,366 1,024,988 51,446,665 in the 2021 Proxy Statement






       Vote Item 3: Advisory Resolution to Approve Executive Compensation

                               Outcome: Approved

           Details                 For       Against    Abstain   Broker Non-vote
Advisory resolution to approve
compensation of certain
executive officers as          430,663,852 11,120,413  1,543,167     51,446,665
described in the 2021 Proxy
Statement




              Vote Item 4: Ratification of Appointment of Auditors

                               Outcome: Ratified

Auditor For Against Abstain Broker Non-vote KPMG LLP 460,773,526 33,453,290 547,280 0

Item 9.01. Financial Statements and Exhibits






(d)    Exhibits

The following exhibits are filed herewith or incorporated herein:





Exhibit #    Description

  10.1       First Horizon Corporation 2021 Incentive Plan, incorporated herein by
             reference to Appendix A to First Horizon's Proxy Statement (Schedule 14A
             Information) filed with the Securities and Exchange Commission on March
             15, 2021

   104       Cover Page Interactive Data File, formatted in Inline XBRL

All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.





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FIRST HORIZON CORPORATION 3 FORM 8-K CURRENT REPORT 4/27/2021

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