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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): January 19, 2010
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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211 Commerce Street, Suite 300, Nashville, Tennessee
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37201 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (615) 744-3700
(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))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) 2010 Cash Incentive Plan. Upon recommendation of the Human Resources and Compensation
Committee (the Committee), on January 19, 2010, the Board of Directors of Pinnacle Financial
Partners, Inc. (the Company) approved the Pinnacle Financial Partners, Inc. 2010 Annual Cash
Incentive Plan (the Plan). Pursuant to the Plan, all employees of the Company compensated via a
predetermined salary or hourly wage, other than M. Terry Turner,
Robert A. McCabe, Jr., Hugh M. Queener, Harold R. Carpenter
and Harvey White, each of whom is not a particpant in the Plan, are eligible to receive cash bonuses
ranging from 10% to 40% of the participants base salary (which
amounts may be increased by the Companys CEO or the Committee
for extraordinary performance) in the event that (i) the
Company meets or exceeds targeted levels of earnings per fully diluted share and soundness
thresholds tied to the level of the Companys nonperforming loans and other real estate owned
expressed as a percentage of total loans and other real estate owned, and (ii) the employee meets
certain individual performance objectives. Employees who join the Company during the term of the Plan will
generally be assigned a pro rata target award based on the number of days that the employee was
employed during the calendar year. If the Company meets or exceeds the targeted soundness
threshold and the minimum targeted earnings per fully diluted share amount established under the
Plan, an employees actual award will be based 75% on the Companys earnings per diluted share
performance as measured against previously established targets and 25% on the employees individual
performance measured against previously established objectives.
During
the period that the United States Department of the Treasury (the
Treasury) owns debt or equity securities of the Company
acquired pursuant to the the Treasury capital purchasing program
(the CPP), any payments under the Plan to the Companys senior executive
officers as defined in the CPP Regulations (defined below) and the Companys next 20
most highly
compensated employees are subject to recovery or clawback by the Company if the
payments are based on materially inaccurate financial statements or any other materially inaccurate
performance metric criteria.
A copy of the Plan is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Equity
Incentives. On January 22, 2010, the Committee approved the award of certain
equity-based incentives under the Companys 2004 Equity Incentive Plan (the 2004 Plan). The
Committee approved the award of restricted shares to each of the individuals identified as named
executive officers in the Companys Proxy Statement for the 2009 Annual Meeting of Stockholders
identified below as follows:
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Restricted Shares with |
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Restricted Shares with |
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Performance Based |
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Time-Based Vesting |
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Vesting Requirements |
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Requirements |
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(the
A Awards) |
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(the
B Awards) |
Employee |
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M. Terry Turner |
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5,930 |
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17,790 |
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Robert A. McCabe, Jr. |
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5,625 |
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16,878 |
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Hugh M. Queener |
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2,849 |
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8,550 |
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Harold R. Carpenter |
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2,849 |
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8,550 |
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Charlie
McMahan |
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757 |
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2,271 |
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The restricted shares granted to the named executive officers pursuant to the A Awards contain
forfeiture restrictions that lapse in pro rata increments over three years if certain earnings per
diluted share and soundness targets are met in such year; provided that if such executive officer
was one of the Companys five most highly compensated employees for the 2009 fiscal year, in no event may the
award, other than the award granted to Mr. McMahan, vest earlier
than two years from the date of grant in accordance with the
requirements of the Treasurys Interim Final Rule on TARP
Standards for Compensation and Corporate Governance, dated
June 15, 2009, as amended from time to time (the CPP
Regulations). Additionally, if the performance
measures are not met in a given year but the Company later meets its aggregate diluted earnings per
share targets and soundness targets at the end of the three year period, then the restrictions will
lapse. The forfeiture restrictions on the restricted shares awarded to the named executive officers
other than Mr. McMahan pursuant to the B Awards lapse on the second anniversary of the date of grant, so long as the
Company has net income for the fiscal year preceding the vesting
date. The forfeiture restrictions on the restricted shares issued to
Mr. McMahan as B Awards lapse at a pro rata percentage annually
until the vesting date immediately prior to the date that
Mr. McMahan attains the age of 65. Pursuant to the CPP Regulations, the shares of restricted stock awarded under each of the A
Awards and B Awards to each of the above-identified named executive
officers other than Mr. McMahan may not be transferred by the holder of the shares until such time as their
transfer is permitted by the regulations.
In the event that the named executive officers employment by the Company terminates for any
reason, other than death or disability, all shares of restricted stock awarded in the A or B Awards
for which the forfeiture restrictions have not lapsed prior to the date of termination shall be
immediately forfeited. In the event that the named executive officers employment terminates by
reason of death or disability, all of the restricted shares awarded in the A and B Award shall be
deemed vested, and the restrictions under the 2004 Plan and the award agreement with respect to
those restricted shares, other than any restrictions on transfer
required by the CPP Regulations, if applicable, shall automatically expire. The named executive officers will
have the right to vote the restricted shares awarded pursuant to the A and B Awards and, upon
vesting, to receive dividends paid by the Company on shares of its common stock during the
forfeiture period.
Unless
such acceleration is prohibited under the CPP Regulations, upon a
change in control of the Company, the restricted shares awarded under
the A Award and the B Award shall immediately vest.
The form of restricted share award agreements for the restricted shares awarded pursuant to
the A and B Awards to each of the named executive officers other than
Mr. McMahan, whose award agreements are consistent with those
previously filed by the Company, are filed herewith as Exhibits 10.2 and 10.3 and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1
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Pinnacle Financial Partners, Inc. 2010 Annual Cash Incentive Plan |
10.2
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2010 TARP CPP Executive Officer Performance Vested Restricted Stock Agreement |
10.3
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2010 TARP CPP Executive Officer Time Vested Restricted Stock Agreement |
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.
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PINNACLE FINANCIAL PARTNERS, INC.
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By: |
/s/ Harold R. Carpenter
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Name: |
Harold R. Carpenter |
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Title: |
Executive Vice President and
Chief Financial Officer |
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Date: January 25, 2010
EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1
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Pinnacle Financial Partners, Inc. 2010 Annual Cash Incentive Plan |
10.2
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2010 TARP CPP Executive Officer Performance Vested Restricted Stock Agreement |
10.3
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2010 TARP CPP Executive Officer Time Vested Restricted Stock Agreement |