UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 2224, 2020

IBERIABANK ~~CORPORATION~~Corporation

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Louisiana	001-37532	72-1280718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 West Congress Street, Lafayette, Louisiana 70501

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices)

(337) 521-4003

(Registrant’s telephone number, including area code)

~~NOT APPLICABLE~~N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading ~~symbol~~Symbol(s)	Name of each exchange on which registered
Common Stock (par value $1.00 per share)	IBKC	The NASDAQ Stock Market, LLC
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.625% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series B	IBKCP	The NASDAQ Stock Market, LLC
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.625% Perpetual Preferred Stock, Series B	IBKCP	The NASDAQ Stock Market, LLC
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.60% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series C	IBKCO	The NASDAQ Stock Market, LLC
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.60% Perpetual Preferred Stock, Series C	IBKCO	The NASDAQ Stock Market, LLC
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.100% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D	IBKCN	The NASDAQ Stock Market, LLC
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.100% Perpetual Preferred Stock, Series D	IBKCN	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

OnVoting orResults ~~about~~for ~~April 10, 2020, IBERIABANK Corporation (“IBKC”) provided notice to shareholders of record as of the close of business on February 24, 2020 that the location of the~~ Special Meeting of Shareholders to vote on the Agreement and Plan of Merger entered into by IBKC and First Horizon National Corporation and related matters as described in the previously distributed joint proxy statement/prospectus (the “Special Meeting”) will be held online in a virtual meeting format only via live webcast on Friday, April 24, 2020 at 10:00 a.m. Central Time. Shareholders will not be able to attend the Special Meeting in person.

AsOn ~~previously~~April 24, ~~announced~~2020, ~~only~~IBERIABANK ~~those~~Corporation ~~who~~(“IBKC”) ~~login~~held toa ~~the~~special ~~Special~~meeting ~~Meeting~~of ~~website~~its atcommon ~~http://www.meetingcenter.io/202554549~~shareholders as(the a “~~Shareholder~~IBKC special meeting”). ~~using~~At ~~their~~the ~~previously-provided~~IBKC ~~control~~special ~~code~~meeting, ~~and~~its ~~the~~common ~~password~~shareholders ~~IBKC2020~~voted ~~will~~on bethe ~~permitted~~following tomatters: ~~vote~~(1) a ~~and~~proposal ~~ask~~to ~~questions~~approve atof the ~~Special~~Agreement ~~Meeting.~~and ~~Shareholders~~Plan of ~~record~~Merger, dated as of ~~the~~November 3, ~~close~~2019 of(the ~~business~~“Merger ~~on February 24~~Agreement”), ~~2020~~entered ~~can~~into ~~find~~by ~~the~~and ~~control~~between ~~number~~First onHorizon ~~their~~National ~~proxy~~Corporation ~~card~~(“First orHorizon”) ~~notice,~~and orIBKC ~~email,~~(the ~~they~~“Merger ~~previously~~Proposal”); ~~received.~~and ~~Beneficial~~(2) a ~~holders~~proposal ~~with~~to aapprove, ~~legal~~on ~~proxy~~an ~~from~~advisory ~~their~~(non-binding) ~~broker~~basis, ~~bank~~of orthe ~~other~~merger-related ~~nominee~~compensation ~~must~~payments ~~have~~that ~~previously~~will ~~registered~~or ~~with~~may ~~Computershare~~be ~~and~~paid ~~received~~by aIBKC ~~confirmation~~to ~~e-mail~~its named executive officers in connection with athe ~~control~~merger ~~code~~(the “Compensation Proposal”).

The ~~Special~~third ~~Meeting~~proposal ~~website~~was isto ~~currently~~approve ~~available for~~ the ~~submission~~adjournment of ~~questions~~the inIBKC ~~advance~~special ofmeeting, ~~the~~if ~~Special~~necessary ~~Meeting.~~or Toappropriate, ~~assist~~to ~~IBKC~~solicit inadditional ~~conducting~~proxies anif, ~~orderly~~immediately ~~Special~~prior ~~Meeting~~to such adjournment, ~~“Shareholders”~~there are ~~encouraged~~not sufficient votes to ~~submit~~approve ~~questions~~the ~~early~~Merger Proposal, or to ~~allow~~ensure ~~management~~that ~~time~~any supplement or amendment to ~~review~~the ~~and~~joint ~~organize~~proxy ~~questions~~statement/prospectus ~~for~~is ~~efficient~~timely ~~responses~~provided to holders of IBKC common stock (the “Adjournment Proposal”). A preliminary count showed that there were more than enough votes to approve the Merger Proposal. Therefore, the Adjournment Proposal was not called.

~~“Shareholders”~~The ~~are~~proposals ~~also~~listed ~~required~~above toare ~~comply~~described ~~with~~in ~~the~~detail ~~Rules~~in ofthe ~~Conduct~~joint ~~and~~proxy ~~Agenda~~statement/prospectus ~~which are~~ filed asby ~~exhibits~~First ~~99.1~~Horizon ~~and~~with 99the U.2S. toSecurities ~~this~~and ~~Current~~Exchange ~~Report~~Commission on ~~Form~~March 19, ~~8-K~~2020.

~~Item~~A 9total of 42,645,162 shares of IBKC common stock were present or represented by proxy at the IBKC special meeting.01 ~~Financial~~This ~~Statements~~represented approximately 81.10% of the shares of IBKC common stock that were outstanding and ~~Exhibits~~entitled to vote at the IBKC special meeting, constituting a quorum for all matters to be presented at the IBKC special meeting.

The number of votes cast for or against as to each matter, and the number of abstentions and broker non-votes as to each matter, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share.

Proposal 1: Merger Proposal

Outcome: Approved


For	Against	Abstain	Broker Non-Votes
40,797,683	1,834,048	13,431	0

Proposal 2: Compensation Proposal

Outcome: Not Approved


For	Against	Abstain	Broker Non-Votes
6,197,207	36,353,467	94,487	0

Item 8.01.

Other Events.

On April 24, 2020, IBKC issued a press release announcing that the Merger Proposal was approved by its common shareholders. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

	99.1	Rules of Conduct for Special Meeting of Shareholders.
Exhibit No.		Description of Exhibit
	99.2	Agenda for Special Meeting of Shareholders.
	99.1	Press Release dated April 24, 2020
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	IBERIABANK CORPORATION
		IBERIABANK Corporation
DATE: April 22, 2020	By:	/s/ Anthony J. Restel
		(Registrant)
		Anthony J. Restel
Date: April 27, 2020
		Vice Chairman, Chief Financial Officer
	By:	/s/ Anthony J. Restel
		(Signature)
	Name:	Anthony J. Restel
	Title:	Vice Chairman and Chief Financial Officer

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