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PNFP > SEC Filings for PNFP > Form 8-K on 17-Apr-2014All Recent SEC Filings

Show all filings for PINNACLE FINANCIAL PARTNERS INC

Form 8-K for PINNACLE FINANCIAL PARTNERS INC


17-Apr-2014

Change in Directors or Principal Officers, Submission of Matters


Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As noted in Item 5.07 below, at the 2014 Annual Meeting of Shareholders (the "Annual Meeting") of Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company") held on April 15, 2014, the Company's shareholders approved the Pinnacle Financial Partners, Inc. 2014 Equity Incentive Plan (the "2014 Equity Incentive Plan"), which permits awards to current and prospective employees and directors in the form of stock options, stock appreciation rights, shares, restricted shares, restricted share units, performance shares, performance share units, or any combination thereof. A summary of the material terms of the 2014 Equity Incentive Plan is set forth on pages 25 to 33 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 4, 2014 (the "Proxy Statement"), and is incorporated herein by reference. That summary is qualified in its entirety by reference to the text of the 2014 Equity Incentive Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.



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

At the Annual Meeting, James C. Cope, William H. Huddleston, IV, Robert
A. McCabe, Jr., and Reese L. Smith III were elected as Class II directors to hold office for a term of three years and until their successors are duly elected and qualified. In addition, Glenda Baskin Glover was elected as a Class I director to hold office for a term of two years and until her successor is duly elected and qualified. In addition, at the Annual Meeting, the shareholders
(i) approved the adoption of the 2014 Equity Incentive Plan, (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) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

The final voting results of the director elections, approval of the 2014 Equity Incentive Plan, approval of compensation for the Company's named executive officers, and ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm, which were described in more detail in the Proxy Statement, are set forth below.

(1) Each director was elected by the following tabulation:

                             For     Withheld  Broker Non-Votes
James C. Cope             25,807,449  557,451     4,615,669
William H. Huddleston, IV 25,809,777  555,123     4,615,669
Robert A. McCabe, Jr.     25,737,002  627,898     4,615,669
Reese L. Smith III        25,359,868 1,005,032    4,615,669
Glenda Baskin Glover      25,914,530  450,370     4,615,669

(2) The vote on the 2014 Equity Incentive Plan was approved by the following tabulation:

For Against Abstain Broker Non-Votes 22,770,901 3,234,952 359,047 4,615,669

(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 18,883,594 7,106,351 374,955 4,615,669

(4) The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved by the following tabulation:

For Against Abstain Broker Non-Votes 30,382,283 250,879 347,407 N/A

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