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 Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
long-term succession plan of Renasant Corporation (the Company) and
its wholly-owned subsidiary, Renasant Bank (the Bank), E. Robinson
McGraw announced his decision, effective as of May 1, 2018, to step
down as Chief Executive Officer of the Company and the Bank at
which time C. Mitchell Waycaster will assume the role of Chief
Executive Officer of both the Company and the Bank. Until such
date, Mr. McGraw will continue to serve as Chief Executive Officer
of the Company and the Bank; after May 1, 2018, Mr. McGraw will
serve as Executive Chairman of the Company and the Bank.
amendment to his employment agreement, which amendment will be
effective as of May 1, 2018. Upon the effectiveness of the
amendment, Mr. McGraw will be required, in his capacity as
Executive Chairman of the Company and the Bank, to expend no more
than 60% of the time that he previously expended as Chief Executive
Officer of the Company and the Bank, and he will be paid 60% of his
base compensation as in effect on April 30, 2018. Mr. McGraw will
remain eligible for annual and long-term cash and equity
incentives. In addition, when the amendment to his employment
agreement takes effect, Mr. McGraws change in control payment will
be modified by eliminating his gross up payment and substituting a
cut back provision under which his change in control payment will
be reduced to the extent necessary to avoid the imposition of the
excise tax and the Companys loss of a Federal income tax provision
in respect thereof.
agreement is set forth under Item 5.02, Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers, in the
Current Reports on Form 8-K filed by the Company on January 7, 2008
and March 7, 2008. These descriptions are incorporated by reference
into this Item 5.02. A copy of the amendment to Mr. McGraws
employment agreement is attached as Exhibit 10.1, and the foregoing
description of the amendment is qualified in its entirety by
reference to such amendment itself.
25, 2017. 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 Companys solicitations. At the meeting,
shareholders voted on the following proposals:
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To elect five Class 3 directors, each to serve a three-year
term expiring in 2020; |
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To adopt a non-binding, advisory resolution approving the
compensation of the Company’s named executive officers in 2016; |
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To recommend, on a non-binding, advisory basis, whether the
non-binding advisory vote to approve the compensation of the Company’s named executive officers should occur every year, every other year or every three years; and |
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To ratify the appointment of HORNE LLP as the Company’s
independent registered public accountants for 2017. |
statement were elected with the following vote:
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For
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Votes
Withheld
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Class 3 Director (term expiring in 2020)
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Marshall H. Dickerson
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27,980,881.71
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2,739,647.65
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R. Rick Hart
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28,456,599.07
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2,263,930.29
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Richard L. Heyer, Jr.
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25,679,253.71
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5,041,275.65
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J. Niles McNeel
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28,146,739.71
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2,573,789.65
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Michael D. Shmerling
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28,653,850.87
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2,066,678.49
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proposals.
the Company’s named executive officers in 2016 was approved with
the following vote:
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For
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Against
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Abstentions
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Broker Non-Votes
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29,198,472.79
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1,409,495.59
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112,560.98
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6,475,806
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regarding the frequency of the advisory vote to approve the
compensation of the Company’s named executive officers:
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Every Year
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Every Other Year
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Every Three Years
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Abstentions
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Broker Non-Votes
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24,703,433.38
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180,932.77
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5,683,102.33
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153,060.88
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6,475,806
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public accountants for 2017 was ratified with the following vote:
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For
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Against
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Abstentions
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Broker Non-Votes
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36,953,968.25
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204,150.30
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38,216.81
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Exhibit No.
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Description
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10.1
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Amendment No. 1 to Executive Employment Agreement, dated
April 25, 2017 |
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. RENASANT CORPORATION (NASDAQ:RNST) Recent Trading Information
RENASANT CORPORATION (NASDAQ:RNST) closed its last trading session down -0.12 at 42.40 with 240,197 shares trading hands.