RENASANT CORPORATION (NASDAQ:RNST) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2018, in accordance with its previously-announced management succession plan, the Board of Directors of Renasant Corporation (the “Company”) and Renasant Bank (the “Bank”) took the following actions relating to its named executive officers, all of which are effective on May 1, 2018:
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E. Robinson McGraw has been appointed Executive Chairman of the Company and the Bank, and he will step down as Chief Executive Officer of the Company and the Bank at the same time; |
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C. Mitchell Waycaster has been appointed the Chief Executive Officer of both the Company and the Bank, and he will retain his title as the President of the Company and the Bank; and |
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Kevin D. Chapman has been appointed Chief Operating Officer of the Company and the Bank, in addition to his role as Chief Financial Officer of both entities. |
The background and experience, compensation and other benefit arrangements, and the related person disclosures for each of Messrs. McGraw, Waycaster and Chapman have been previously disclosed by the Company in its definitive proxy statement for its 2018 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 15, 2018. Such information is incorporated herein by reference.
In addition, the Company had previously disclosed that, effective May 1, 2018, R. Rick Hart would scale back his activities with the Company, expending no more than 60% of the time that he previously expended as President of the Northern Region of the Bank, among other things. The Company and Mr. Hart have agreed to delay the effective date of Mr. Hart's transition until July 1, 2018.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2018 Annual Meeting of Shareholders on April 24, 2018. Proxies were solicited to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitations. At the meeting, shareholders voted on the following proposals:
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To elect four Class 1 directors, each to serve a three-year term expiring in 2021; |
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To adopt a non-binding, advisory resolution approving the compensation of the Company's named executive officers in 2017; and |
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To ratify the appointment of HORNE LLP as the Company's independent registered public accountants for 2018. |
All of the Company’s nominees for directors as listed in the proxy statement were elected with the following vote:
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For |
Votes Withheld |
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Class 1 Director (term expiring in 2021) |
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Donald Clark, Jr. |
35,072,297.01 |
473,352.67 |
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Albert J. Dale, III |
34,859,911.83 |
685,737.85 |
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John T. Foy |
34,428,855.01 |
1,116,794.67 |
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C. Mitchell Waycaster |
33,381,879.77 |
2,163,769.91 |
There were 7,472,221 broker non-votes for each director on these proposals.
The non-binding, advisory resolution approving the compensation of the Company's named executive officers in 2017 was approved with the following vote:
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For |
Against |
Abstentions |
Broker Non-Votes |
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33,665,683.81 |
1,535,677.54 |
344,529.33 |
7,472,221 |
The appointment of HORNE LLP as the Company’s independent registered public accountants for 2018 was ratified with the following vote:
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For |
Against |
Abstentions |
Broker Non-Votes |
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42,627,191.24 |
375,338.04 |
15,582.4 |
About RENASANT CORPORATION (NASDAQ:RNST)
Renasant Corporation is a bank holding company that owns and operates Renasant Bank (the Bank) and Renasant Insurance, Inc. (Renasant Insurance), a subsidiary of the Bank with operations in Mississippi. The Company operates through three segments: Community Banks segment, Insurance segment and Wealth Management segment. The Community Banks segment offers a range of banking and financial services to individuals and small to medium-sized businesses. The Insurance segment includes an insurance agency offering all lines of commercial and personal insurance through major carriers. The Wealth Management segment offers a range of fiduciary services, which includes the administration and management of trust accounts, including personal and corporate benefit accounts, self-directed individual retirement accounts (IRAs), and custodial accounts. In addition, the Wealth Management segment offers annuities, mutual funds and other investment services through a third-party broker-dealer.
