Renasant Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Renasant Corporation (“Renasant”) (held its 2025 Annual Meeting of Shareholders on April 22, 2025. Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to Renasant’s solicitations. At the meeting, shareholders voted on the following proposals:
1.To elect 14 directors, each to serve a one-year term;
2.To approve an amendment to Renasant’s Articles of Incorporation, as amended (the “Articles”), to increase the number of shares of Renasant common stock, par value $5.00 per share, authorized for issuance from 150 million shares to 250 million shares;
3.To approve an amendment to the Articles to eliminate the personal liability of Renasant directors for monetary damages for their actions, or failure to act, as directors in accordance with Mississippi law, subject to certain exceptions;
4.To adopt a non-binding, advisory resolution approving the compensation of Renasant’s named executive officers in 2024; and
5.To ratify the appointment of HORNE LLP as Renasant’s independent registered public accountants for 2025.
All of Renasant’s nominees for directors as listed in the proxy statement were elected with the following vote:
For | Votes Withheld | |||||||
| Kevin D. Chapman | 51,879,072 | 1,127,711 | ||||||
| Donald Clark, Jr. | 51,232,546 | 1,774,237 | ||||||
| M. Ray (Hoppy) Cole, Jr. | 51,879,078 | 1,127,705 | ||||||
| John M. Creekmore | 47,134,470 | 5,872,313 | ||||||
| Albert J. Dale, III | 51,770,831 | 1,235,952 | ||||||
| Jill V. Deer | 51,776,267 | 1,230,516 | ||||||
| Connie L. Engel | 52,689,592 | 317,191 | ||||||
| Neal A. Holland, Jr. | 46,449,542 | 6,557,241 | ||||||
| Jonathan A. Levy | 52,688,290 | 318,493 | ||||||
| E. Robinson McGraw | 52,138,905 | 867,878 | ||||||
| Renee Moore | 52,707,874 | 298,909 | ||||||
| Ted E. Parker | 52,735,738 | 271,045 | ||||||
| Sean M. Suggs | 52,641,417 | 365,366 | ||||||
| C. Mitchell Waycaster | 52,284,237 | 722,546 | ||||||
There were 4,712,855 broker non-votes for each director on these proposals.
The amendment to the Articles to increase the number of authorized shares for issuance from 150 million to 250 million was approved with the following vote:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 56,803,535 | 857,178 | 58,925 | — | ||||||||
The amendment to the Articles to eliminate the liability of Renasant directors, subject to certain exceptions, was approved with the following vote:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 51,634,181 | 1,286,585 | 86,017 | 4,712,855 | ||||||||
The non-binding, advisory resolution approving the compensation of Renasant’s named executive officers in 2024 was approved with the following vote:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 50,705,744 | 2,019,717 | 281,322 | 4,712,855 | ||||||||
The appointment of HORNE LLP as Renasant’s independent registered public accountants for 2025 was ratified with the following vote:
For | Against | Abstentions | Broker Non-Votes | ||||||||
| 56,691,219 | 966,018 | 62,401 | — | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished herewith:
Exhibit No. Description
104 The cover page of Renasant Corporation’s Form 8-K is formatted in Inline XBRL
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.
| RENASANT CORPORATION | |||||||||||
| Date: April 25, 2025 | By: | /s/ C. Mitchell Waycaster | |||||||||
| C. Mitchell Waycaster | |||||||||||
| Chief Executive Officer | |||||||||||