BANCORPSOUTH, INC. (NYSE:BXS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BANCORPSOUTH, INC. (NYSE:BXS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Appointment of John G. Copeland as Senior Executive
Vice President, Chief Financial Officer and
Treasurer

On April26, 2017, the Boards of Directors of BancorpSouth, Inc.
(the Company) and BancorpSouth Bank (the
Bank) appointed Mr.JohnG. Copeland
(Mr.Copeland) as Senior
Executive Vice President, Chief Financial Officer and Treasurer
of the Company and the Bank. Mr.Copeland is expected to begin
serving in these offices prior to June1, 2017 and will report
directly to Mr.JamesD. Rollins III, the Chief Executive Officer
of the Company and the Bank.

Mr.Copeland, age 64, has more than 35 years of executive
management experience with regional financial institutions. Prior
to joining the Company and the Bank, Mr.Copeland served as the
Executive Vice President and Chief Financial Officer of Evolve
Bank Trust, a privately-held bank headquartered in Memphis,
Tennessee, from 2014 to 2017. Prior to joining Evolve,
Mr.Copeland served as the Chief Financial Officer of First MF
Corporation from 2004 to 2014, First United Bancshares from 1999
to 2000, and a subsidiary of Union Planters Corporation from 1991
to 1999. Mr.Copeland received a Bachelor of Business
Administration in Accounting from Memphis State University. He is
a Certified Public Accountant licensed in the State of Tennessee
and a member of the American Institute of Certified Public
Accountants and the Tennessee Society of Certified Public
Accountants.

There are no family relationships between Mr.Copeland and any
director or executive officer of the Company or the Bank, and
Mr.Copeland was not appointed to any position with the Company or
the Bank to any arrangement or understanding with any person.In
addition, there are no transactions involving Mr.Copeland and the
Company or the Bank that require disclosure under Item 404(a) of
Regulation S-K.

Once Mr.Copeland assumes office, Mr.ChrisA. Bagley, who had been
serving as the interim Chief Financial Officer and Treasurer of
the Company and the Bank since the retirement of William L.
Prater on March11, 2017, will relinquish his interim duties and
will continue to serve as the President and Chief Operating
Officer of the Company and the Bank.

Compensation

to a mutually agreed upon compensatory arrangement, the Company
will pay Mr.Copeland a one-time cash bonus of $25,000 and an
initial annual base salary of $360,000. Mr.Copeland will also be
eligible to participate in the Companys incentive compensation,
equity compensation and employee benefit plans that are generally
available to the Companys executive officers. Mr.Copeland will
also receive certain perquisites available to the Companys
executive officers, including, without limitation, a vehicle
provided by the Company and a cell phone allowance. Compensation
of the Companys executive officers is reviewed annually. In
connection with Mr.Copelands appointment, the Companys Board of
Directors also approved an award to Mr.Copeland of 15,000 shares
of restricted common stock of the Company that will vest in full
on May15, 2021.This restricted stock award was made and subject
to the terms of the Companys Long-Term Equity Incentive Plan.

Change of Control Agreement

In connection with his appointment, Mr.Copeland is expected to
enter into a change in control agreement with the Company (the
Change of Control Agreement). The Change of
Control Agreement will be substantially similar to the form of
change of control agreement that was previously filed as Exhibit
10.Q to the Companys Annual Report on Form 10-K for the year ended
December31, 2003 and that is incorporated by reference into this
Current Report on Form 8-K (this Report). The
Change in Control Agreement will provide Mr.Copeland with
compensatory payments equal to 200% of his annual salary and
bonus and continuation of benefits for 24 months in the event his
employment is involuntarily terminated or he resigns for good
reason within 12 months of a change in control of the Company.
These payments are capped in certain circumstances by golden
parachute limits under Section 280G of the Internal Revenue Code
of 1986, as amended. Mr.Copeland will also be subject to certain
restrictive covenants during his employment and for two years
after termination of his employment, unless he resigns for good
reason. The covenants include restrictions on competing with the
Company, soliciting customers of the Company or its employees,
and making disclosures of confidential information.

Item5.07.
Submission of Matters to a Vote of Security
Holders.

The annual meeting
of shareholders (the Annual Meeting) of the
Company was held on April26, 2017. At the Annual Meeting, the
Companys shareholders (i)elected seven (7)directors, (ii)
approved on a non-binding, advisory basis the compensation paid
to the Companys named executive officers, (iii)approved an annual
frequency for the conduct of future non-binding, advisory
shareholder votes related to the compensation paid to the
Companys named executive officers and (iv)ratified the
appointment of KPMG LLP as the Companys independent registered
public accounting firm. The Proposals presented at the Annual
Meeting are described in more detail in the Companys Definitive
Proxy Statement on Schedule 14A that was filed with the
Securities and Exchange Commission on March22, 2017. Holders of
83,280,894 shares of the Companys common stock, or approximately
89% of the 93,589,807 shares of common stock that are issued and
outstanding and entitled to vote, were present in person or
represented by proxy at the Annual Meeting.

The following are
the final voting results on the Proposals presented to the
Companys shareholders at the Annual Meeting:

Proposal1:
Election of Directors

The Companys
shareholders elected each of the director nominees nominated by
the Companys Board of Directors to serve as ClassII directors
until the 2020 annual meeting of shareholders or until his or her
earlier retirement by the following vote:

Director

For Withhold BrokerNon-Votes

Gus J. Blass III

74,068,436 1,041,993 8,164,433

Deborah M. Cannon

72,606,300 2,503,442 8,164,433

Warren A. Hood, Jr.

73,996,669 1,113,761 8,164,433

The Companys
shareholders elected each of the director nominees nominated by
the Companys Board of Directors to serve as ClassI directors
until the 2018 annual meeting of shareholders or until his
earlier retirement by the following vote:

Director

For Withhold BrokerNon-Votes

Larry G. Kirk

73,130,846 1,985,328 8,164,433

Guy W. Mitchell III

56,240,491 18,875,969 8,164,433

The Companys
shareholders elected each of the director nominees nominated by
the Companys Board of Directors to serve as ClassIII directors
until the 2019 annual meeting of shareholders or until his
earlier retirement by the following vote:

Director

For Withhold BrokerNon-Votes

Shannon A. Brown

74,040,191 1,075,983 8,164,433

Alan W. Perry

71,774,182 3,336,247 8,164,433

Proposal2:
Non-Binding, Advisory Vote on the Compensation of the Companys
Named Executive Officers

The Companys
shareholders approved the resolution to approve on a non-binding, advisory basis
the compensation of the Companys named executive officers. The
table below sets forth the voting results for Proposal
2:

For

Against

Abstain

BrokerNon-Votes

70,675,361

3,623,117 817,868 8,164,433

Proposal 3:
Non-Binding, Advisory Vote to Determine the Frequency of a
Non-Binding, Advisory Shareholder Vote on the Compensation of the
Companys Named Executive Officers

The Companys shareholders
voted on the frequency of the non-binding, advisory vote related
to the compensation of the Companys named executive officers. The
table below sets forth the voting results for Proposal
3:

1 Year

2 Years

3 Years

Abstain

BrokerNon-Votes

61,512,349

180,803 12,835,523 580,719 8,164,433

The Companys Board of
Directors has considered the voting results for Proposal 3 and
has determined that, consistent with its prior recommendation and
the majority vote of the Companys shareholders at the Annual
Meeting, the Company will include a non-binding, advisory
shareholder vote on the compensation of the Companys named
executive officers in the Companys proxy statement every
year.

Proposal 4:
Ratification of KPMG LLP as the Companys Independent Registered
Public Accounting Firm

The Companys shareholders
ratified the Audit Committees appointment of KPMG LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2017. The table below sets forth
the voting results for Proposal 4:

For

Against

Abstain

BrokerNon-Votes

81,363,771

1,767,298 149,825

Section7 Regulation
FD

Item 7.01.Regulation
FD Disclosure.

A copy of the press release
announcing Mr.Copelands appointment is furnished as Exhibit 99.1
to this Report and is incorporated herein by reference in its
entirety.

Section9 Financial
Statements and Exhibits

Item 9.01.Financial
Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1Press release
issued on May1, 2017 by BancorpSouth, Inc.

Forward Looking
Statements

Certain statements contained
in this Report may not be based upon historical facts and are
forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These
forward-looking statements may be identified by their reference
to a future period or periods or by the use of forward-looking
terminology such as anticipate, believe, could, estimate, expect,
foresee, intend, may, might, plan, will, or would or future or
conditional verb tenses and variations or negatives of such
terms. These forward-looking statements include, without
limitation, those statements relating to the date that
Mr.Copeland begins serving in the offices of Senior Executive
Vice President, Chief Financial Officer and Treasurer of the
Company and the Bank and Mr.Copelands entry into the Change of
Control Agreement. The Company cautions readers not to place
undue reliance on the forward-looking statements contained in
this Report because actual results could differ materially from
those indicated in such forward-looking statements as a result of
a variety of factors. Forward-looking statements speak only as of
the date of this Report, and, except as required by law, the
Company does not undertake any obligation to update or revise
forward-looking statements to reflect events or circumstances
that occur after the date of this Report.


About BANCORPSOUTH, INC. (NYSE:BXS)

BancorpSouth, Inc. is a financial holding company. The Company, through its principal bank subsidiary, BancorpSouth Bank (the Bank), conducts commercial banking and financial services operations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee, Texas and Illinois. The Company’s segments include Community Banking, Insurance Agencies, and General Corporate and Other. Its Community Banking segment provides a range of deposit products, commercial loans and consumer loans. Its Insurance Agencies segment serves as agents in the sale of commercial lines of insurance and full lines of property and casualty, life, health and employee benefits products and services. Its General Corporate and Other segment includes mortgage lending, trust services, credit card activities, investment services and other activities not allocated to the Community Banking or Insurance Agencies segments.

BANCORPSOUTH, INC. (NYSE:BXS) Recent Trading Information

BANCORPSOUTH, INC. (NYSE:BXS) closed its last trading session down -0.75 at 30.45 with 393,702 shares trading hands.

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