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
January
22, 2008
Date
of
Report (Date of earliest event reported)
TRUSTMARK
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Mississippi
|
0-3683
|
64-0471500
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
248
East Capitol Street,
Jackson, Mississippi
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39201
|
|
(Address
of
principal executive offices)
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(Zip
Code)
|
|
|
|
|
Registrant’s
telephone number, including area code:
|
(601)
208-5111
|
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
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
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
At
a meeting held on January 22, 2008 (the
“Grant
Date”), the
Board
of Directors of Trustmark Corporation
(“Trustmark”)
approved,
upon the recommendation of the
Human Resources Committee, the grant of time-based restricted stock awards
under Trustmark’s 2005 Stock and
Incentive Compensation Plan (the “2005 Plan”) to certain
key employees, including the
following executive officers:
|
Executive Officer
|
Shares
Awarded Under the Time-
Based
Restricted Stock Grant
|
|
Richard G. Hickson
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8,634
|
|
Gerard R. Host
|
4,441
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Duane A. Dewey
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1,480
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Harry M. Walker
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1,480
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James M. Outlaw, Jr.
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1,480
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Louis E. Greer
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1,480
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The
restricted stock vests 100% on December 31, 2010 if the officer is continuously
employed by Trustmark or a subsidiary through such date, subject to earlier
vesting upon certain termination events, including a Change in Control (as
defined in the 2005 Plan) of Trustmark. The officer has full voting
rights with respect to the shares upon the Grant Date, but until the stock
vests
Trustmark will retain physical custody of the certificates for the shares
and
any dividends to which the shares are entitled will be accumulated and held
by
Trustmark subject to the same restrictions as the underlying
shares.
A
copy of the form of time-based restricted
stock agreement for these
awards is included as
Exhibit 10-q to this report and is incorporated
by reference
herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
|
|
Exhibit
Number
|
Description
of Exhibits
|
|||
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10-q
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|
Form
of Time-Based Restricted Stock Agreement (under the 2005 Stock and
Incentive Compensation Plan).
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|
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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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|
|
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Louis
E. Greer
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|
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Treasurer
and Principal Financial Officer
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DATE:
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January
28, 2008
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|
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
of Exhibits
|
||
|
10-q
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Form
of Time-Based Restricted Stock Agreement (under the 2005 Stock
and
Incentive Compensation Plan).
|
||