PINNACLE FINANCIAL PARTNERS, INC. (NASDAQ:PNFP) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
Pinnacle Financial Partners, Inc., a Tennessee corporation (the
“Company”), held its 2017 Annual Meeting of Shareholders (the
“Annual Meeting”) on April 18, 2017. At the Annual Meeting,
Charles E. Brock, Renda J. Burkhart, Gregory L. Burns, Marty G.
Dickens, Thomas C. Farnsworth, III, Joseph C. Galante, Glenda
Baskin Glover, David B. Ingram, Ed C. Loughry, Jr., Robert A.
McCabe, Jr., Ronald L. Samuels, Gary L. Scott, Reese L. Smith,
III 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
Horwath LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2017,
(ii) approved, on a non-binding, advisory basis, the compensation
of the Company’s named executive officers as disclosed in the
Company’s definitive proxy statement filed with the Securities
and Exchange Commission on March 9, 2017 (the “Proxy
Statement”) and (iii) on a non-binding, advisory basis, selected
the option of every year for the frequency with which the Company
should hold future non-binding, advisory votes on the
compensation of the Company’s named executive officers.
“Company”), held its 2017 Annual Meeting of Shareholders (the
“Annual Meeting”) on April 18, 2017. At the Annual Meeting,
Charles E. Brock, Renda J. Burkhart, Gregory L. Burns, Marty G.
Dickens, Thomas C. Farnsworth, III, Joseph C. Galante, Glenda
Baskin Glover, David B. Ingram, Ed C. Loughry, Jr., Robert A.
McCabe, Jr., Ronald L. Samuels, Gary L. Scott, Reese L. Smith,
III 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
Horwath LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2017,
(ii) approved, on a non-binding, advisory basis, the compensation
of the Company’s named executive officers as disclosed in the
Company’s definitive proxy statement filed with the Securities
and Exchange Commission on March 9, 2017 (the “Proxy
Statement”) and (iii) on a non-binding, advisory basis, selected
the option of every year for the frequency with which the Company
should hold future non-binding, advisory votes on the
compensation of the Company’s named executive officers.
The final voting results of the director elections, ratification
of the appointment of Crowe Horwath LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2017, non-binding, advisory approval of
compensation for the Company’s named executive officers and
selection of the frequency of future non-binding, advisory votes
on the compensation of the Company’s named executive officers,
which were described in more detail in the Proxy Statement, are
set forth below.
of the appointment of Crowe Horwath LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2017, non-binding, advisory approval of
compensation for the Company’s named executive officers and
selection of the frequency of future non-binding, advisory votes
on the compensation of the Company’s named executive officers,
which were described in more detail in the Proxy Statement, are
set forth below.
(1)
|
Each director was elected by the following tabulation:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
||||
Charles E. Brock
|
37,557,986
|
44,883 | 794,691 |
6,424,184
|
|||
Renda J. Burkhart
|
37,556,742
|
37,268
|
803,550
|
6,424,184
|
|||
Gregory L. Burns
|
37,396,117
|
187,460
|
813,983
|
6,424,184
|
|||
Marty G. Dickens
|
37,536,036
|
63,818
|
797,706
|
6,424,184
|
|||
Thomas C. Farnsworth, III
|
37,548,468 |
39,276
|
809,816 |
6,424,184
|
|||
Joseph C. Galante | 37,553,140 | 48,109 | 796,311 | 6,424,184 | |||
Glenda Baskin Glover
|
37,528,673 |
65,690
|
803,197 |
6,424,184
|
|||
David B. Ingram | 37,563,447 | 38,084 | 796,029 | 6,424,184 | |||
Ed C. Loughry, Jr.
|
37,488,036 |
109,061
|
800,463 |
6,424,184
|
|||
Robert A. McCabe, Jr. | 37,100,485 | 502,517 | 794,558 | 6,424,184 | |||
Ronald L. Samuels | 37,495,574 | 106,656 | 795,330 | 6,424,184 | |||
Gary L. Scott
|
37,537,580 |
65,332
|
794,648 |
6,424,184
|
|||
Reese L. Smith, III | 37,509,448 | 100,942 | 787,170 | 6,424,184 | |||
M. Terry Turner
|
37,529,207
|
83,495
|
784,858
|
6,424,184
|
(2)
|
The ratification of the appointment of Crowe Horwath
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was approved by the following tabulation: |
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
43,925,841
|
111,693
|
784,210
|
N/A
|
(3)
|
The non-binding, advisory vote on the compensation of the
Company’s named executive officers was approved by the following tabulation: |
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
36,822,807
|
784,259
|
790,494
|
6,424,184
|
(4)
|
The non-binding, advisory vote on the frequency with
which the Company should hold future non-binding, advisory votes on the compensation of the Company’s named executive officers received the following votes: |
One Year
|
Two Years
|
Three Years
|
Abstain
|
|||
31,322,294
|
52,154
|
6,178,000
|
845,112
|
In light of selection by the shareholders at the Annual Meeting
of the option to hold future non-binding, advisory votes on the
compensation of the Company’s named executive officers every
year, the Company’s Board of Directors determined on April 18,
2017 to hold non-binding, advisory votes on the compensation of
the Company’s named executive officers every year, until the
next required non-binding, advisory vote on the frequency of
future non-binding, advisory votes on the compensation of the
Company’s named executive officers. The Company is required to
hold a non-binding, advisory vote on the frequency of future
non-binding, advisory votes on the compensation of the Company’s
named executive officers no less frequently than every six years.
of the option to hold future non-binding, advisory votes on the
compensation of the Company’s named executive officers every
year, the Company’s Board of Directors determined on April 18,
2017 to hold non-binding, advisory votes on the compensation of
the Company’s named executive officers every year, until the
next required non-binding, advisory vote on the frequency of
future non-binding, advisory votes on the compensation of the
Company’s named executive officers. The Company is required to
hold a non-binding, advisory vote on the frequency of future
non-binding, advisory votes on the compensation of the Company’s
named executive officers no less frequently than every six years.
PINNACLE FINANCIAL PARTNERS, INC. (NASDAQ:PNFP) Recent Trading Information
PINNACLE FINANCIAL PARTNERS, INC. (NASDAQ:PNFP) closed its last trading session at with 480,016 shares trading hands.