Synovus Financial Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Major Banks
Finance
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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| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On November 6, 2025, Synovus Financial Corp. (“Synovus”) held a special meeting of its shareholders (the “Special Meeting”) virtually via the Internet in connection with the proposed simultaneous mergers of Synovus and Pinnacle Financial Partners, Inc. (“Pinnacle”) with and into Steel Newco Inc., a newly formed Georgia corporation jointly owned by Synovus and Pinnacle (“Newco”, and such mergers, collectively, the “Merger”), pursuant to that certain Agreement and Plan of Merger, dated as of July 24, 2025, by and among Synovus, Pinnacle and Newco (as amended from time to time, the “Merger Agreement”) (as disclosed in the joint proxy statement/prospectus of Synovus and Pinnacle, filed with the U.S. Securities and Exchange Commission on September 30, 2025 (the “Joint Proxy Statement/Prospectus”), as supplemented by certain filings of Synovus prior to the date of the Special Meeting).
Of the 138,811,843 shares of common stock, par value $1.00 per share, of Synovus (“Synovus Common Stock”) issued and outstanding at the close of business as of September 26, 2025, the record date for the Meeting, a total of 105,722,435 shares of Synovus Common Stock were represented in person or by proxy, which represented 76.16% of the shares of Synovus Common Stock outstanding and entitled to vote at the Special Meeting, constituting a quorum to conduct business..
Following is an overview of the proposals that were submitted to the shareholders for approval at the Special Meeting (each of which proposals is described in greater detail in the Joint Proxy Statement/Prospectus) and a tabulation of the votes with respect to each proposal.
Proposal 1 – The Merger Proposal
The proposal to approve the Merger Agreement, pursuant to which, on the terms and subject to the conditions thereof, each of Pinnacle and Synovus will simultaneously merge with and into Newco, was approved by the votes set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 96,404,615 | 8,926,182 | 391,638 | 0 | ||||||||
Proposal 2 – The Merger-Related Compensation Proposal
The proposal to approve, on an advisory (non-binding) basis, the Merger-related compensation payments that will or may be paid to Synovus’ named executive officers in connection with the Merger, was approved and received the votes set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 54,041,166 | 51,292,952 | 388,317 | 0 | ||||||||
Approval of the Merger-Related Compensation Proposal is not a condition to completion of the Merger, and the vote with respect to such proposal was advisory only and will not be binding on Synovus.
Proposal 3 – The Adjournment Proposal
The proposal to approve the adjournment or postponement of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus is timely provided to holders of Synovus Common Stock, was approved by the votes set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 99,966,056 | 5,218,420 | 537,959 | 0 | ||||||||
Because there were sufficient votes to approve the Merger Proposal, no adjournment of the Special Meeting was determined to be necessary or appropriate, and accordingly, the Special Meeting was not adjourned and proceeded to conclusion.
| Item 7.01 | Regulation FD Disclosure. | ||||
On November 6, 2025, Synovus and Pinnacle issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of Pinnacle’s shareholders also held on November 6, 2025 (the “Pinnacle Special Meeting”), which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Synovus and Pinnacle provided supplemental information regarding the proposed transaction in connection with announcing the results of the Special Meeting and the Pinnacle Special Meeting. A copy of the joint informational presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 of this report, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this report, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
| Item 9.01 | Financial Statements and Exhibits | |||||||
| (d) | Exhibits | |||||||
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNOVUS FINANCIAL CORP. | |||||
| Date: November 6, 2025 | By: /s/ Allan E. Kamensky | ||||
| Name: Allan E. Kamensky | |||||
| Title: Executive Vice President and General Counsel | |||||