UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2011
PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)
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| Tennessee
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000-31225
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62-1812853 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 150 Third Avenue South, Suite 900, Nashville, Tennessee
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37201 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (615) 744-3700
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N/A
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.07 |
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Submission of Matters to a Vote of Security Holders. |
The 2011 annual meeting of shareholders of Pinnacle Financial Partners, Inc., a Tennessee
corporation (the “Company”), was held on April 19, 2011. At the 2011 annual meeting (the “Annual
Meeting”), James C. Cope, William H. Huddleston, IV, Robert A. McCabe, Jr. and Dr. Wayne J. Riley
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, 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, 2011, (ii) approved, on a non-binding, advisory basis, the
compensation of the Company’s named executive officers as disclosed in the definitive proxy
statement delivered to the Company’s shareholders in connection with the Annual Meeting and filed
with the Securities and Exchange Commission on March 9, 2011 (the “Proxy Statement”), and (iii)
voted, on a non-binding, advisory basis, to have the non-binding, advisory vote on the compensation
of the Company’s executive officers once every year.
The final voting results of the director elections, ratification proposal, approval of
compensation for the Company’s named executive officers, and approval of having the non-binding,
advisory vote on the compensation of the Company’s executive officers once every year, which were
described in more detail in the Proxy Statement, are set forth below.
(1) Each director was elected by the following tabulation:
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For
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Withheld
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Broker Non-
Votes |
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| James C. Cope
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16,749,852
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6,784,797
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5,580,017 |
| William H. Huddleston, IV
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20,663,325
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2,871,324
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5,580,017 |
| Robert A. McCabe, Jr.
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22,586,978
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947,671
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5,580,017 |
| Dr. Wayne J. Riley
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18,694,244
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4,840,405
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5,580,017 |
In addition to the foregoing directors, the remaining directors not up for re-election at the
Annual Meeting continue to serve on the Board of Directors.
(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, 2011 was approved by the following
tabulation:
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Against
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Abstain
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Broker
Non-Votes |
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| 28,116,566
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470,763
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527,337
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(3) The non-binding, advisory vote on the compensation of the Company’s named executive
officers was approved by the following tabulation:
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| For
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Against
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Abstain
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Broker Non-Votes |
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| 21,560,723
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1,268,314
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705,612
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5,580,017 |
(4) With respect to the non-binding, advisory vote on the frequency (either annual, biennial
or triennial) that shareholders of the Company will have a non-binding, advisory vote on the
compensation of the Company’s named executive officers, “once every year” was approved by the
following tabulation:
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Once Every
Year
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Once Every
Two Years
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Once Every
Three Years
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Abstain
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Broker Non-
Votes |
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| 18,748,160
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215,116
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3,798,788
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772,585
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5,580,017 |