DEFA14A: First Horizon Board Declines Resignation of Director Velia Carboni Following New Appointment at SharkNinja

First Horizon's board declined the resignation offer of director Velia Carboni after she became Chief Information Officer of SharkNinja, Inc., determining her continued service is beneficial.

Summary

• Velia Carboni, a current member of First Horizon's Board of Directors, accepted a position as Chief Information Officer of SharkNinja, Inc. on April 1, 2024.
• Due to this change in her principal occupation, she tendered her resignation from the First Horizon Board, as required by the company's bylaws.
• The Board, upon recommendation from the Nominating & Corporate Governance Committee, declined her resignation.
• The Board determined that Ms. Carboni's continued service as a director is beneficial and in the best interests of First Horizon.
• The Board also affirmed that Ms. Carboni should remain a nominee for election as a director at the Annual Meeting of Shareholders on April 23, 2024.
• All information in the Proxy Statement concerning Ms. Carboni remains accurate, except for the change in her principal occupation.
• There are no relationships or transactions between First Horizon and SharkNinja, Inc. that require disclosure under SEC rules.

Sentiment

Score: 7

Explanation: The document conveys a neutral to slightly positive sentiment. The board's decision to retain Ms. Carboni suggests confidence in her abilities and contributions. There are no apparent negative implications.

Positives

• The Board believes Ms. Carboni's continued service is beneficial to First Horizon.
• Ms. Carboni remains a nominee for election as a director.
• There are no conflicts of interest arising from Ms. Carboni's new role at SharkNinja, Inc.

Management Comments

• The Board determined that Ms. Carboni should continue to be a nominee for election as a director as described in First Horizon's definitive Proxy Statement.

Industry Context

This announcement reflects standard corporate governance practices regarding director resignations and potential conflicts of interest when directors take on new roles.

Management Changes

Stakeholder Impact

• Shareholders are informed of a change in a director's principal occupation and the Board's decision regarding her continued service.
• Shareholders are reminded of their right to change their vote before the Annual Meeting.

Next Steps

• Shareholders may change their vote regarding the election of directors before the Annual Meeting on April 23, 2024.

Key Dates

Keywords

First Horizon, Velia Carboni, SharkNinja, Board of Directors, resignation, Chief Information Officer, nominee, Annual Meeting, Proxy Statement, corporate governance