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
March
31, 2009
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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000-03683
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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)
208-5111
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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
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
2008
Bonus Awards Granted in Restricted Stock for Certain Executive
Officers
At a
committee meeting held on March 31, 2009, the Human Resources Committee (the
Committee) of the Board of Directors of Trustmark Corporation approved the
payment of the 2008 bonus awards, in the form of time-based restricted stock,
earned under the Corporation’s management incentive plan by the named executive
officers listed below. The
Corporation participated in the Troubled Asset Relief Program
(TARP) Capital Purchase Program (CPP) under the Emergency Economic
Stabilization Act of 2008 (EESA), as amended by the American Recovery and
Reinvestment Act of 2009 (ARRA). The ARRA places limitations on the
Corporation’s ability to pay cash bonuses to certain employees. These
restrictions apply during the period in which the obligation to Treasury remains
outstanding (the TARP Period). Therefore, the Committee determined
that the Corporation should pay the 2008 bonus awards earned by these named
executive officers in the form of restricted stock.
The
number of shares of restricted stock granted in lieu of a cash payment and the
amount of the 2008 bonus awards earned, as well as the amount of the 2007 bonus
awards paid in cash to these named executive officers pursuant to the
Corporation’s management incentive plan, are set forth below:
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Named
Executive Officer
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Number
of Shares of Restricted Stock Granted
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2008
Bonus Amount Earned (But Paid in Restricted
Stock)
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2007
Cash
Bonus
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|||||||||
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Gerard
R. Host
President
and Chief Operating Officer
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8,991 | $ | 167,055 |
$
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194,976 | |||||||
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Duane
A. Dewey
Executive
Vice President and Corporate Banking Manager
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5,495 | $ |
102,090
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$ | 128,839 | |||||||
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Louis
E. Greer
Treasurer
and Principal Financial Officer
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3,241 | $ |
60,222
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$ | 59,049 | |||||||
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Breck
W. Tyler
Executive
Vice President and Mortgage Services Manager
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2,801 | $ |
52,044
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$ | 52,992 | |||||||
The
Committee determined the number of shares of restricted stock to be granted by
dividing the executive officer’s 2008 bonus award earned by the average closing
price of the Corporation’s common stock for the 10-day period ended March 30,
2009. The restricted stock awards were granted under the
Corporation’s 2005 Stock and Incentive Compensation Plan (the 2005 Plan) and are
substantially similar to the time-based restricted stock previously granted to
employees under the 2005 Plan, except that the restricted stock is entitled to
receive dividends when paid and the restricted stock will vest at the end of the
TARP Period. A copy of the form of Bonus Restricted Stock Agreement
is included in this Current Report as Exhibit 10-w and is incorporated herein by
reference.
In
connection with recommending the 2008 bonus amounts earned by these named
executive officers, the Committee exercised discretion permitted under the plan,
as described in the Corporation’s 2009 proxy statement under the caption
“Compensation Discussion and Analysis – Annual Cash Bonuses.”
2009
Restricted Stock Awards Limited
In
addition, at their meeting on March 31, 2009, the Committee modified the
performance-based restricted stock awards and eliminated the time-based
restricted stock awards approved, but not granted, for these named executive
officers on January 27, 2009. The 2008 bonus restricted stock awards
(discussed above) and the modified 2009 restricted stock awards, together, did
not exceed 50% of the named executive officers’ annual base
compensation.
Item 9.01
Financial Statements and Exhibits
(d) The
following exhibit is filed as part of this Form 8-K:
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Exhibit
No.
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Description
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10-w
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Form
of Bonus Restricted Stock Agreement for Executive (under the 2005 Stock
and Incentive Compensation
Plan).
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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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Louis
E. Greer
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Treasurer
and Principal Financial Officer
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DATE:
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April
6, 2009
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EXHIBIT
INDEX
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Exhibit
Number
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Description
of Exhibits
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10-w
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Form
of Bonus Restricted Stock Agreement for Executive (under the 2005 Stock
and Incentive Compensation
Plan).
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