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PNFP > SEC Filings for PNFP > Form 8-K on 18-Apr-2013All Recent SEC Filings

Show all filings for PINNACLE FINANCIAL PARTNERS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PINNACLE FINANCIAL PARTNERS INC


18-Apr-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2013 Annual Meeting of Shareholders (the "Annual Meeting") of Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company") was held on April 16, 2013. At the Annual Meeting, Sue G. Atkinson, Harold Gordon Bone, Gregory L. Burns and Gary L. Scott were elected as Class I directors to hold office for a term of three years and until their successors are duly elected and qualified. In addition, at the Annual Meeting, the shareholders (i) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, (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) on a non-binding, advisory basis, voted to hold the non-binding, advisory vote on the compensation of the Company's named executive officers every one year.

The final voting results of the director elections, ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm, approval of compensation for the Company's named executive officers, and selection of the frequency of the vote 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:

                                                                    Broker
                                     For           Withheld        Non-Votes

            Sue G. Atkinson        22,016,418       2,890,316       5,707,077
            Harold Gordon Bone     23,835,322       1,071,412       5,707,077
            Gregory L. Burns       23,738,581       1,168,153       5,707,077
            Gary L. Scott          19,143,566       5,763,168       5,707,077

(2) The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 was approved by the following tabulation:

                                                                 Broker
                      For           Against       Abstain       Non-Votes
                    29,330,869       377,871       905,071             N/A

(3) The non-binding, advisory vote on the compensation of the Company's named executive officers was approved by the following tabulation:

                                                                   Broker
                    For            Against         Abstain        Non-Votes
                  22,328,979       1,544,799       1,032,956       5,707,077

(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             Two           Three
                      Year           Years          Years         Abstain
                    19,598,458       711,503       3,646,327       950,446


The Company will file an amendment to this Current Report on Form 8-K to report the Company's decision regarding the frequency of future non-binding, advisory votes on the compensation of the Company's named executive officers.


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