Form 8-K

 

 

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

April 19, 2011

Date of Report (Date of Earliest Event Reported)

 

 

RENASANT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Mississippi   001-13253   64-0676974

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

209 Troy Street,

Tupelo, Mississippi

  38804-4827
(Address of Principal Executive Offices)   (Zip Code)

 

 

Registrant’s Telephone Number, including area code: (662) 680-1001

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 19, 2011, the Board of Directors of Renasant Corporation (the “Company”) adopted an amendment to the Company’s Bylaws. The amendment provides that the annual meeting of shareholders of the Company shall be held on the last Tuesday in April of each year (as opposed to the third Tuesday in April, as previously provided in the Bylaws).

A copy of the amendment to the Bylaws of the Company adopted by the Board of Directors is attached hereto as Exhibit 3.1 and is filed with this Current Report on Form 8-K.

 

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

The Company held its 2011 Annual Meeting of Shareholders on April 19, 2011. Proxies were solicited pursuant 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:

 

   

The election of six Class 3 directors, each to serve a three-year term.

   

The approval of the Renasant Corporation 2011 Long-Term Incentive Compensation Plan.

   

The adoption, in a non-binding advisory vote, of a resolution approving the compensation paid to our named executive officers.

   

The recommendation, in a non-binding advisory vote, whether the non-binding advisory vote to approve the compensation of our named executive officers should occur every year, every other year or every three years.

   

The ratification of the appointment of HORNE LLP as the Company’s independent registered public accountants for 2011.

All of the Company’s nominees for directors as listed in the proxy statement were elected with the following vote:

 

     Votes
“For”
     Votes
Withheld
     Non-Votes  

Class 3 Directors (term expiring in 2014)

        

William M. Beasley

     14,575,995         586,023         3,943,783   

Marshall H. Dickerson

     14,864,495         297,523         3,943,783   

R. Rick Hart

     14,899,765         262,253         3,943,783   

Richard L Heyer, Jr.

     14,987,392         174,626         3,943,783   

J. Niles McNeel

     11,742,889         3,419,129         3,943,783   

Michael D. Shmerling

     14,945,240         216,778         3,943,783   

The term of office of each of the following directors continued at the 2011 Annual Meeting:

Class 1 Directors (term expiring in 2012)

George H. Booth, II, Frank B. Brooks, Albert J. Dale, III, John T. Foy, T. Michael Glenn, Jack C. Johnson

Class 2 Directors (term expiring in 2013)

John M. Creekmore, Jill V. Deer, Neal A. Holland, Jr., E. Robinson McGraw, and Theodore S. Moll

The Renasant Corporation 2011 Long-Term Incentive Compensation Plan was approved with the following vote:

 

Votes

“For”

   Votes
“Against”
   Abstentions    Non-Votes

14,708,929

   319,565    133,524    3,943,783

The results of the non-binding advisory vote on the resolution approving the compensation paid to our named executive officers were as follows:

 

Votes

“For”

   Votes
“Against”
   Abstentions    Non-Votes

14,513,441

   490,456    158,121    3,943,783


Shareholders recommended that the non-binding advisory vote to approve the compensation of our named executive officers occur every 3 years, with the following vote:

 

Every

Three Years

   Every
Other Year
   Every
Year
   Abstentions    Non-Votes

8,787,155

   323,724    5,916,198    134,941    3,943,783

The appointment of HORNE LLP as the Company’s independent registered public accountants for 2011 was ratified with the following vote:

 

Votes

“For”

   Votes
“Against”
   Abstentions

19,037,362

   19,309    49,130

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

 

  3.1 Articles of Amendment to the Bylaws of Renasant Corporation.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    RENASANT CORPORATION
Date: April 21, 2011     By:   /s/ E. Robinson McGraw
      E. Robinson McGraw
     

Chairman, President and Chief

Executive Officer


EXHIBIT INDEX

 

Exhibit
Number

  

Description

3.1    Articles of Amendment to the Bylaws of Renasant Corporation.