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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): March 2, 2009
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
N/A
(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):
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))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) 2009 Cash Incentive Plan. On March 2, 2009, the Human Resources and Compensation
Committee (the Committee) approved the Pinnacle Financial Partners, Inc. 2009 Annual Cash
Incentive Plan (the Plan). Pursuant to the Plan, all employees of the Company compensated via a
predetermined salary or hourly wage, including the Companys executive officers, are eligible to
receive cash incentive awards. The cash incentive awards are based on the Companys attainment of
certain financial goals. Employees are eligible for a distribution under the Plan if the ratio of
the Companys criticized and classified assets and other real estate owned to the Companys total
risk-based capital is below a certain level. The amount of the cash incentive award the employees
are eligible to receive is predicated on the Companys achievement of certain diluted earnings per
share goals based on either a target set by the Companys board of directors or as measured against
the diluted earnings per share results over a three-year period for a predetermined peer group,
whichever results in a higher award. Each eligible employee is given a target of 10% to 100% of
their base pay at the beginning of the year. The employee will be eligible to receive the award if
the Company meets its soundness and profitability goals and the employee meets expectations with
respect to his or her individual performance. In the event minimum soundness and profitability
goals are not met, the amounts ultimately payable to a participating employee may be as low as 0%
of their target award, although the Committee may exercise discretion to pay awards to the
Companys employees even if the soundness and profitability goals are not met. Conversely, a
participating employee may receive up to 125% of his or her targeted award if the Companys
earnings exceed certain earnings targets. In addition, the Companys Chief Executive Officer may,
at his discretion, award up to an additional 10% of a participants base salary based on
extraordinary individual performance or, in certain circumstances, reduce a participants award by
up to 50% of the award. Discretionary awards to the Companys executive officers, and discretionary
awards outside of the Chief Executive Officers discretionary authority, must be pre-approved by
the Committee before payment. 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.
Should the Company enter into any merger or purchase agreement or significantly expand the
markets served by the Company or engage in some other materially significant strategic event, the
Committee may amend the Plan (including the performance criteria established under the Plan) as it
may deem appropriate under the circumstances. The Plan also provides the Committee with the
discretion to amend the Plan (including the performance criteria established under the Plan) for
any non-recurring transaction which may materially impact the Companys financial position or
results of operations for the fiscal year covered by the Plan, including, but not limited to,
common stock issuances, divestiture of assets at gains or losses, or branch acquisitions.
For 2009, the base targeted award percentage for the Companys executive officers that were
identified as the Companys named executive officers in the preliminary proxy statement filed with
the Securities and Exchange Commission for the Companys 2009 annual meeting of shareholders are as
follows:
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Employee |
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Title |
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Targeted Award as Percentage of Base Salary |
M. Terry Turner
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Chief Executive Officer
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100 |
% |
Robert A. McCabe, Jr.
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Chairman
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100 |
% |
Hugh M. Queener
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Chief Administrative Officer
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85 |
% |
Harold R. Carpenter
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Chief Financial Officer
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70 |
% |
Charles B. McMahan
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Senior Credit Officer
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70 |
% |
While the Plan is administered by the Committee, as a result of the Companys participation in
the United States Treasury Departments capital purchase program, the Companys Chief Risk Officer
is required by the terms of the Plan to evaluate, report and discuss with the Committee whether any
features of the Plan should be limited in order to ensure that the Companys senior executive
officers are not encouraged to take unnecessary or excessive risks that threaten the value of the
Company. In addition, because of the Companys participation in the Treasurys capital purchase
program, the Plan provides that payments to the Companys senior executive officers during the
period that the Treasury owns debt or equity securities of the Company acquired pursuant to the
capital purchase program 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.
Under the Emergency Economic Stabilization Act of 2008 (the EESA), as amended by the
American Recovery and Reinvestment Act of 2009 (the ARRA), the Company may be prohibited from
paying or accruing awards under the Plan to the above-named named executive officers. Although
regulations under the ARRA have not yet been promulgated, the ARRA requires the Treasury to
establish standards that prohibit a participant in the Treasurys capital purchase program, like
the Company, from paying or accruing, except in limited circumstances, any bonus, retention award
or incentive compensation to any of the Companys five most highly compensated employees during the
period that the Treasury owns the Companys Series A Fixed Rate Cumulative Perpetual Preferred
Stock (the Preferred Stock). These regulations, when issued, may prohibit or significantly limit
the Companys ability to pay cash incentive payments to the above-named named executive officers
under the Plan until the Preferred Stock is redeemed or repurchased.
A copy of the Plan is filed herewith as Exhibit 10.1 and 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. 2009 Annual Cash Incentive Plan |
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: March 6, 2009
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. 2009 Annual Cash Incentive Plan |