Pinnacle Financial Partners Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$PNFP
Major Banks
Finance
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): April 15, 2025
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Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2025 Annual Meeting of Shareholders (the "Annual Meeting") of Pinnacle Financial Partners, Inc. (the "Company"), Abney S. Boxley, III, Charles E. Brock, Renda J. Burkhart, Gregory L. Burns, Richard D. Callicutt, II, Thomas C. Farnsworth, III, Glenda Baskin Glover, David B. Ingram, Decosta E. Jenkins, Robert A. McCabe, Jr., G. Kennedy Thompson and M. Terry Turner were elected as directors of the Company to hold office for a term of one year and until their successors are duly elected and qualified. In addition, at the Annual Meeting, the shareholders (i) ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, and (ii) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Definitive Proxy Statement of Schedule 14A, filed with the Securities and Exchange Commission on March 3,2025.
The final voting results of the director elections, ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 and the non-binding, advisory approval of compensation for the Company's named executive officers are set forth below.
(1) Each director nominee was elected by the following tabulation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Abney S. Boxley, III | 56,860,879 | 4,965,220 | 674,294 | 6,234,109 | ||||||||||
| Charles E. Brock | 59,680,535 | 2,146,240 | 673,618 | 6,234,109 | ||||||||||
| Renda J. Burkhart | 61,718,300 | 104,503 | 677,590 | 6,234,109 | ||||||||||
| Gregory L. Burns | 59,387,863 | 2,439,725 | 672,805 | 6,234,109 | ||||||||||
| Richard D. Callicutt, II | 60,727,567 | 1,095,821 | 677,005 | 6,234,109 | ||||||||||
| Thomas C. Farnsworth, III | 60,571,771 | 1,250,621 | 678,001 | 6,234,109 | ||||||||||
| Glenda Baskin Glover | 59,883,633 | 1,781,714 | 835,046 | 6,234,109 | ||||||||||
| David B. Ingram | 60,249,489 | 1,577,393 | 673,511 | 6,234,109 | ||||||||||
| Decosta E. Jenkins | 60,073,559 | 1,638,376 | 788,458 | 6,234,109 | ||||||||||
| Robert A. McCabe, Jr. | 61,100,156 | 729,349 | 670,888 | 6,234,109 | ||||||||||
| G. Kennedy Thompson | 61,069,987 | 755,865 | 674,541 | 6,234,109 | ||||||||||
| M. Terry Turner | 61,351,431 | 479,003 | 669,959 | 6,234,109 | ||||||||||
(2) The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved by the following tabulation:
| For | Against | Abstain | ||||||
| 65,710,117 | 2,356,146 | 668,239 | ||||||
(3) The non-binding, advisory vote on the compensation of the Company’s named executive officers was approved by the following tabulation:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 58,175,527 | 3,455,512 | 869,354 | 6,234,109 | ||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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.
PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ Harold R. Carpenter
Name: Harold R. Carpenter
Title: Executive Vice President and
Chief Financial Officer
Date: April 21, 2025