Current Report — Form 8-K Filing Table of Contents
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i150 Third Avenue South, iSuite
900, iNashville, iTennesseei37201
(Address
of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: i(615)i744-3700
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 (see General Instruction A.2. below):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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 Exchange Act:
Title of Each Class
Trading Symbol
Name of Exchange on which Registered
iCommon
Stock par value $1.00
iPNFP
iThe Nasdaq Stock Market LLC
iDepositary
Shares (each representing a 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B)
iPNFPP
iThe Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company i☐
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 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07, at the 2021 Annual Meeting of Shareholders (the "Annual Meeting") of Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company"), held on April 20, 2021,
the Company's common shareholders approved the Pinnacle Financial Partners, Inc. Amended and Restated 2018 Omnibus Equity Incentive Plan (the "2018 Equity Incentive Plan"), that (i) increased the maximum number of shares of the Company's common stock that may be issued under the 2018 Equity Incentive Plan by 1,350,000 shares; (ii) reduced the cap on the amount of the annual non-employee director compensation under the 2018 Equity Incentive Plan; (iii) included a minimum vesting period of one (1) year on awards made under the 2018 Equity Incentive Plan, subject to certain customary exceptions; and (iv) extended the term of the 2018 Equity Incentive Plan to April 20, 2031. A summary of the material terms of the 2018 Equity Plan is set forth on
pages 29 to 38 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 11, 2021 (the "Proxy Statement"), and is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2018 Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the
Company’s Annual Meeting, Abney S. Boxley, III, Charles E. Brock, Renda J. Burkhart, Gregory L. Burns, Richard D. Callicutt, II, Marty G. Dickens, Thomas C. Farnsworth, III, Joseph C. Galante, Glenda Baskin Glover, David B. Ingram, Decosta E. Jenkins, Robert A. McCabe, Jr., Ronald L. Samuels, Reese L. Smith, III, G. Kennedy Thompson and M. Terry Turner were elected as directors of the Company to hold office for a term of one year and until their successors are duly elected and qualified. In addition, at the Annual Meeting, the shareholders (i) ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, (ii) approved, on a non-binding, advisory basis, the compensation
of the Company's named executive officers as disclosed in the Proxy Statement, and (iii) approved the amendment and restatement of the 2018 Equity Incentive Plan.
The final voting results of the director elections, ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, the non-binding, advisory approval of compensation for the Company's named executive officers and the amendment and restatement of the 2018 Equity Incentive Plan, which were described in more detail in the Proxy Statement, are set forth below.
(1) Each
director nominee was elected by the following tabulation:
For
Against
Abstain
Broker Non-Votes
Abney S. Boxley, III
58,108,172
1,985,327
677,801
7,653,074
Charles
E. Brock
59,739,082
354,549
677,669
7,653,074
Renda J. Burkhart
59,851,851
241,399
678,050
7,653,074
Gregory L. Burns
58,656,719
1,440,499
674,082
7,653,074
Richard D. Callicutt, II
58,997,522
1,068,887
704,891
7,653,074
Marty
G. Dickens
58,005,240
2,086,184
679,876
7,653,074
Thomas C. Farnsworth, III
58,093,064
1,999,576
678,660
7,653,074
Joseph C. Galante
58,128,384
1,964,498
678,418
7,653,074
Glenda Baskin
Glover
58,348,685
1,741,578
681,037
7,653,074
David B. Ingram
59,842,492
243,020
685,788
7,653,074
Decosta E. Jenkins
59,790,116
303,548
677,636
7,653,074
Robert A. McCabe, Jr.
58,178,940
1,917,204
675,156
7,653,074
Ronald
L. Samuels
59,725,391
361,167
684,742
7,653,074
Reese L. Smith, III
56,948,689
2,929,729
892,882
7,653,074
G. Kennedy Thompson
59,374,784
710,157
686,359
7,653,074
M. Terry Turner
59,821,329
276,025
673,946
7,653,074
(2) The
ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved by the following tabulation:
For
Against
Abstain
66,886,502
865,040
672,832
(3) The
non-binding, advisory basis, vote on the compensation of the Company’s named executive officers was approved by the following tabulation:
For
Against
Abstain
Broker Non-Votes
57,432,682
2,298,385
1,040,233
7,653,074
(4) The
amendment and restatement of the 2018 Equity Incentive Plan was approved by the following tabulation:
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 has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
