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
July
17, 2007
Date
of
Report (Date of earliest event reported)
TRUSTMARK
CORPORATION
(Exact
name of registrant as specified in its charter)
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Mississippi
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0-3683
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64-0471500
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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248
East Capitol Street, Jackson, Mississippi
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39201
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(601)
208-6898
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
At
a
meeting held on July 17, 2007, the Board of Directors of Trustmark Corporation
(the “Corporation”) adopted amended and restated bylaws (the “Bylaws”) for the
Corporation, effective July 17, 2007. Below is a brief description of
the substantive amendments that were made to the Bylaws. This summary
should be read in conjunction with, and is qualified in its entirety by
reference to, the Bylaws, which are attached as Exhibit 3.2 to this Current
Report on Form 8-K and are incorporated herein by reference.
Board
of Directors’ Meetings. Paragraph 5 of Article III was amended to
provide that regular meetings of the Board of Directors shall be held on the
fourth, rather than the third, Tuesday of January, April, July and October
of
each year.
Ability
to Issue Uncertificated Shares. Recent rule changes
promulgated by the Nasdaq Stock Market LLC require Nasdaq-listed companies
to be
eligible for a direct registration system (“DRS”) by January 1,
2008. DRS refers to a system by which shares may be held in book
entry form without a certificate. In order to ensure that the
Corporation’s securities are DRS-eligible, certain changes to the Bylaws have
been made and are reflected in Article V, in Paragraph 1 through Paragraph
6,
inclusive. As amended and restated, the Bylaws permit the Corporation
to issue certificated or uncertificated shares. Previously, the
Corporation’s Bylaws provided for certificated shares only.
Ability
to Provide Notice by Electronic Methods. Paragraph 4 of Article
II was amended to add a section expressly permitting the Corporation to provide
notice to stockholders by electronic transmission when the stockholder to whom
the notice is given consents to such electronic
transmission. Previously, the Corporation’s Bylaws did not provide
for electronic notice to stockholders.
Certain
additional clerical and nonsubstantive amendments were also made to various
provisions of the Bylaws.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibit is filed as part of this
report:
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Exhibit
No.
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Description
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| 3.2 | Bylaws of Trustmark Corporation (as amended and restated July 17, 2007). |
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.
TRUSTMARK
CORPORATION
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BY:
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/s/
Louis E. Greer
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Louis
E. Greer
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Treasurer
and Principal Financial Officer
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DATE:
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July
18, 2007
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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| 3.2 | Bylaws of Trustmark Corporation (as amended and restated July 17, 2007). |